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EXECUTION COPY
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF AUGUST 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS11
===================================================================================================================
ARTICLE I
DEFINITIONS................................................................................3
Section
1.01
Definitions.........................................................................3
Section
1.02
Use of Words and
Phrases...........................................................20
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................21
Section
2.01
Conveyance of Mortgage
Loans.......................................................21
Section
2.02
Acceptance by
Trustee..............................................................27
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company............................................................................28
Section
2.04
Representations and Warranties of Sellers.(See Section 2.04 of the
Standard
Terms).............................................................................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 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. (See Section 2.08 of the Standard
Terms).........33
Section
2.09
Agreement Regarding Ability to
Disclose............................................34
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................35
Section 3.01
Master Servicer to Act as Servicer. (See Section 3.01 of the
Standard Terms).......35
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations. (See Section
3.02 of
the Standard
Terms)................................................................35
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard
Terms)..................35
Section 3.04
Liability of the Master Servicer. (See Section 3.04 of the Standard
Terms).........35
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard
Terms).......................35
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See
Section 3.06 of the Standard
Terms)................................................35
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. (See Section 3.07 of the Standard
Terms)..................................35
Section 3.08
Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the
Standard
Terms)....................................................................35
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans. (See Section 3.09 of the Standard
Terms)....................................35
Section 3.10
Permitted Withdrawals from the Custodial Account. (See Section 3.10
of the
Standard
Terms)....................................................................35
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See
Section 3.11 of the Standard
Terms)................................................35
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See
Section 3.12 of the Standard Terms)
...............................................35
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain Assignments. (See Section 3.13 of the Standard
Terms)......................35
Section 3.14
Realization Upon Defaulted Mortage Loans. (See Section 3.14 of the
Standard
Terms).............................................................................35
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
.................................36
Section 3.16
Servicing and Other Compensation; Compensating Interest. (See
Section 3.16
of the Standard
Terms).............................................................37
Section 3.17
Reports to the Trustee and to the Company. (See Section 3.17 of the
Standard
Terms)....................................................................37
Section 3.18
Annual Statement as to Compliance and Servicing Assessment. (See
Section
3.18 of the Standard
Terms)........................................................37
Section 3.19
Annual Independent Public Accountants' Servicing Report. (See
Section 3.19
of the Standard
Terms).............................................................37
Section 3.20
Rights of the Company in Respect of the Master Servicer. (See
Section 3.20
of the Standard
Terms).............................................................37
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the Standard
Terms)..........37
Section 3.22
Advance Facility. (See Section 3.22 of the
Standard Terms)........................37
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................38
Section
4.01
Certificate Account. (See Section 4.01 of the Standard
Terms)......................38
Section
4.02
Distributions......................................................................38
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard
Terms)...................47
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the
Master Servicer. (See Section 4.04 of the Standard
Terms)..........................47
Section
4.05
Allocation of Realized
Losses......................................................48
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section
4.06 of the Standard
Terms)........................................................49
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the
Standard
Terms)....................................................................49
Section
4.08
Surety Bond. (See Section 4.08 of the Standard
Terms)..............................49
ARTICLE V
THE
CERTIFICATES..........................................................................50
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................51
Section
6.01
Respective Liabilities of the Company and the Master Servicer. (See
Section
6.01 of the Standard
Terms)........................................................51
Section
6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of
Rights and Delegation of Duties by the Master
Servicer.............................51
Section
6.03
Limitation on Liability of the Company, Master Servicer and Others.
(See
Section 6.03 of the Standard
Terms)................................................51
Section
6.04
Company and Master Servicer Not to Resign.
(See Section 6.04 of the
Standard
Terms)....................................................................51
ARTICLE VII
DEFAULT...................................................................................52
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................53
Section
8.01
Duties of the Trustee. (See Section 8.01 of the Standard
Terms)....................53
Section
8.02
Certain Matters Affecting the Trustee (See Section 8.02 of the
Standard
Terms).............................................................................53
Section
8.03
Trustee Not Liable for Certificates or Mortgage Loans.
(See Section 8.03
of the Standard
Terms).............................................................53
Section
8.04
Trustee May Own Certificates.
(See Section 8.04 of the Standard Terms)............53
Section
8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification. (See
Section 8.05 of the Standard
Terms)................................................53
Section
8.06
Eligibility Requirements for Trustee (See Section 8.06 of the
Standard
Terms).............................................................................53
Section
8.07
Resignation and Removal of Trustee.
(See Section 8.07 of the Standard
Terms).............................................................................53
Section
8.08
Successor Trustee.
(See Section 8.08 of the Standard Terms).......................53
Section
8.09
Merger or Consolidation of Trustee. (See Section 8.09 of the
Standard Terms).......54
Section
8.10
Appointment of Co-Trustee or Separate Trustee (See Section 8.10 of
the
Standard
Terms)....................................................................54
Section
8.11
Appointment of
Custodian...........................................................54
Section
8.12
Appointment of Office or Agency.
(See Section 8.12 of the Standard Terms).........54
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF
ALL
CERTIFICATES..........................................................................55
Section
9.01
Optional Purchase by the Master Servicer of all Certificates;
Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans..........55
Section
9.02
Additional Termination Requirements.
(See Section 9.02 of the Standard
Terms).............................................................................58
Section
9.03
Termination of Multiple REMICs.
(See Section 9.03 of the Standard Terms)..........58
ARTICLE X
REMIC
PROVISIONS..........................................................................59
Section
10.01
REMIC Administration. (See Section 10.01of the Standard
Terms).....................59
Section
10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See
Section 10.02 of the Standard
Terms)...............................................59
Section
10.03
Designation of
REMICs..............................................................59
Section
10.04
Distributions on the Uncertificated REMIC I Regular Interests and
the
Uncertificated REMIC II Regular Interests
Z........................................59
Section
10.05
Compliance with Withholding
Requirements...........................................61
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................62
Section
11.01
Amendment. (See Section 11.01 of the Standard
Terms)...............................62
Section
11.02
Recordation of Agreement;
Counterparts. (See Section 11.02 of the Standard
Terms).............................................................................62
Section
11.03
Limitation on Rights of Certificateholders (See Section 11.03 of
the
Standard
Terms)....................................................................62
Section
11.04
Governing Law. (See Section 11.04 of the Standard
Terms)...........................62
Section
11.05
Notices............................................................................62
Section
11.06
Required Notices to Rating Agency and Subservicer. (See Section
11.06 of
the Standard
Terms)................................................................63
Section
11.07
Severability of Provisions. (See Section 11.07 of the Standard
Terms)..............63
Section
11.08
Supplemental Provisions for Resecuritization. (See Section 11.08 of
the
Standard
Terms)....................................................................63
Section
11.09
Allocation of Voting
Rights........................................................63
Section
11.10
No
Petition........................................................................63
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of March 1, 2006
This is a Series Supplement,
dated as of August 1, 2006 (the "Series Supplement"),
to the Standard Terms
of Pooling and Servicing
Agreement,
dated as of March 1, 2006 and attached as Exhibit Four hereto (the
"Standard
Terms" and,
together with this Series
Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT
LOANS,
INC.,
as the company
(together
with its
permitted
successors
and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together
with its permitted
successors and
assigns,
the
"Master
Servicer"),
and
DEUTSCHE
BANK TRUST
COMPANY
AMERICAS,
as Trustee
(together
with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the
Mortgage
Loans
(as
defined
herein).
As
provided
herein,
the
REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
described in the definition of
Trust Fund, and subject to this Agreement
(including the Mortgage
Loans),
exclusive of amounts on deposit in the
Initial
Monthly
Payment Fund,
as two real estate
mortgage
investment
conduits
(each,
a "REMIC") for federal
income tax purposes.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
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.
AGGREGATE
INITIAL
PASS-THROUGH
CERTIFICATE
MATURITY
FITCH/MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE
FEATURES(1)
DATE
MOODY'S/S&P
DENOMINATIONS(2)
I-A-1
6.50%
$347,046,000.00
Senior/Accretion
August 25, 2036
AAA/Aaa/AAA
$25,000.00
Directed/Fixed Rate
I-A-2
6.00%
$155,758,000.00
Senior/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-3
6.50%
$26,971,000.00 Senior/Super Senior/Fixed
August 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate
I-A-4
6.50%
$67,838,000.00
Senior/Super
August 25, 2036
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
I-A-5
6.50%
$20,740,000.00 Senior/Accrual/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-6
6.50%
$3,556,000.00
Senior/Senior
August 25, 2036
AAA/Aa1/AAA
$25,000.00
Support/Lockout/Fixed Rate
I-A-7
6.50%
$0.00(3)
Senior/Interest
August 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
I-A-8
6.00%
$42,284,000.00
Senior/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
$25,000.00
II-A-1
6.50%
$34,821,000.00
Senior/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
$25,000.00
A-P
0.00%
$5,521,342.35
Senior/Principal Only
August 25, 2036
AAA/Aaa/AAA
$25,000.00
A-V
Variable
$0.00(5)Senior/Interest Only/
August 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Variable Rate
R-I
6.50%
$100.00 Senior/Residual/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
(6)
R-II
6.50%
$100.00 Senior/Residual/Fixed Rate
August 25, 2036
AAA/Aaa/AAA
(7)
M-1
6.50%
$25,176,400.00
Mezzanine/Fixed Rate
August 25, 2036
AA/NA/NA
$25,000.00
M-2
6.50%
$7,139,300.00
Mezzanine/Fixed Rate
August 25, 2036
A/NA/NA
$250,000.00
M-3
6.50%
$5,636,300.00
Mezzanine/Fixed Rate
August 25, 2036
BBB/NA/NA
$250,000.00
B-1
6.50%
$3,381,800.00
Subordinate/Fixed Rate
August 25, 2036
BB/NA/NA
$250,000.00
B-2
6.50%
$3,006,000.00
Subordinate/Fixed Rate
August 25, 2036
B/NA/NA
$250,000.00
B-3
6.50%
$2,630,362.27
Subordinate/Fixed Rate
August 25, 2036
NA/NA/NA
$250,000.00
_________
(1)
The Certificates, other than the Class B and Class R Certificates,
shall be
Book-Entry
Certificates.
The
Class B and Class R
Certificates
shall be
delivered to the holders thereof in physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class
A-P,
Class
B-1,
Class B-2 and Class B-3
Certificates) in excess thereof,
except that one Certificate of any of the
Class A-P,
Class B-1 and 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.
(3)
The Class I-A-7
Certificates do not have a Certificate
Principal Balance.
For the purpose of
calculating
interest
payments,
interest on the Class
I-A-7
Certificates
will
accrue
on
a
notional
amount
equal
to
1/13
multiplied
by the
aggregate
Certificate
Principal
Balance of the Class
I-A-2
Certificates and Class I-A-8
Certificates
immediately prior to the
related Distribution Date.
(4)
The initial Pass-Through Rate on the Class A-V Certificates is
0.3973%.
(5)
The Class A-V Certificates do not have a principal balance. For the
purpose
of calculating interest payments, interest will accrue on a
notional amount
equal to the aggregate stated principal balance of the mortgage
loans.
(6)
Each
class of the
Class R
Certificates
shall
be
issuable
in
minimum
denominations
of
not
less
than
a 20%
Percentage
Interest;
provided,
however, that one Class R Certificate of each Class will be
issuable to
Residential Funding as "tax matters person" pursuant to Section
10.01(c) and (e)
in a minimum
denomination
representing a Percentage
Interest of not less than
0.01%.
The Group I Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$713,940,004.75.
The
Group II Loans have an aggregate
principal
balance as of the Cut-off Date of
$37,565,699.87.
The Mortgage Loans
have an aggregate principal balance as of the Cut-off Date of
$751,505,704.62.
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.
Accretion
Termination
Date: The earlier to occur of (i) the
Distribution
Date on which the Certificate
Principal
Balance of the Class I-A-1
Certificates has been reduced to zero and (ii) the Credit Support
Depletion
Date.
Accrual Certificates:
The Class I-A-5 Certificates.
Accrual
Distribution
Amount:
With respect to any Distribution
Date prior to the Accretion
Termination
Date, an amount equal to the amount of Accrued
Certificate
Interest on the Class I-A-5 Certificates that is added
to the
Certificate
Principal
Balance of the Class
I-A-5
Certificates
on such
Distribution
Date
pursuant to
Section 4.02(k).
Aggregate
Available
Distribution
Amount:
With respect to a Distribution Date, the sum of the Available
Distribution Amounts for both Loan Groups for such Distribution
Date.
Aggregate
Senior
Interest
Distribution
Amount:
With respect to a
Distribution
Date,
the sum of the
Senior Interest Distribution Amounts for both Loan Groups for such
Distribution Date.
Aggregate
Senior
Principal
Distribution
Amount:
With respect to a
Distribution
Date, the sum of the
Senior Principal Distribution Amounts for both Loan Groups for such
Distribution Date.
Assignment
Agreement and Amendment of Security
Instrument:
With respect to a Sharia
Mortgage Loan, the
agreement between the consumer and the co-owner
pursuant to which all of the co-owner's
interest as a beneficiary
under the related Sharia
Mortgage Loan Security
Instrument and the co-owner's
interest in the related
Mortgaged
Property
is
conveyed
to a
subsequent
owner,
which
may
take
the form of an
"Assignment
Agreement"
and an
"Amendment
of
Security
Instrument"
or an
"Assignment
Agreement
and
Amendment
of Security
Instrument",
as
applicable.
Available
Distribution
Amount:
As to any Distribution
Date and each Loan Group, an amount equal to (a)
the sum of (i) the amount
relating to the Mortgage
Loans on deposit in the
Custodial
Account as of the close of
business on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial
Account in connection
with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on the
immediately
preceding
Certificate
Account
Deposit
Date,
(iii) any
amount
deposited in the
Certificate
Account on the related
Certificate
Account
Deposit
Date
pursuant to the
second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account
pursuant to Section
4.07,
(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,
(vii) the
proceeds
of any
Pledged
Assets
received
by the Master
Servicer
and (viii) any
additional
amounts to be
included
with
respect
to such Loan
Group,
as
applicable,
pursuant
to Section
4.02(i),
reduced by (b) the sum as of the close of
business
on the
immediately
preceding
Determination
Date of (w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
and (y)
amounts
permitted to be withdrawn by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans in the related Loan Group pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy
Amount:
As of any date of determination
prior to the first
anniversary of the Cut-off Date,
an amount
equal to the
excess,
if any,
of (A)
$395,022
over (B) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off
Date,
an amount
equal to the excess, if any, of
(1) the
lesser
of (a) the
Bankruptcy
Amount
calculated
as of the close of
business
on the
Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding
with or
preceding such date of
determination
(or, if such date of determination is an anniversary of the Cut-off
Date,
the
Business
Day
immediately
preceding
such
date
of
determination)
(for
purposes
of this
definition, the "Relevant Anniversary") and (b) the greatest of:
(A)
(i) if the aggregate
principal
balance of the Non-Primary
Residence Loans as
of the
Relevant
Anniversary
is less than 10% of the Stated
Principal
Balance of the Mortgage
Loans as of the Relevant
Anniversary,
$0.00, or (ii) if the aggregate
principal balance of the
Non-Primary
Residence
Loans as of the Relevant
Anniversary
is equal to or greater than 10% of
the Stated
Principal
Balance of the Mortgage Loans as of the Relevant
Anniversary,
the sum of
(I) the aggregate
principal
balance of the
Non-Primary
Residence
Loans with a
Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00%
(other than
Additional
Collateral
Loans),
times 0.25%,
(II) the aggregate
principal
balance of the Non-Primary
Residence Loans
with a
Loan-to-Value
Ratio of greater than 90.00% but less than or equal to 95.00%
(other than
Additional
Collateral
Loans),
times 0.50%,
and (III) the aggregate
principal
balance of the
Non-Primary
Residence
Loans with a
Loan-to-Value
Ratio of greater
than
95.00%
(other
than
Additional Collateral Loans) times 0.75%, in each case as of the
Relevant Anniversary;
(B)
the
greater
of (i)
the
product
of
(x)
an
amount
equal
to the
largest
difference in the related
Monthly
Payment for any
Non-Primary
Residence Loan remaining in the
Mortgage
Pool (other
than
Additional
Collateral
Loans)
which had an original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate
thereof
was equal to the
weighted
average
(based on the
principal
balance
of the
Mortgage
Loans as of the
Relevant
Anniversary)
of the Net
Mortgage
Rates of all Mortgage
Loans as of the
Relevant
Anniversary
less 1.25% per annum, (y) a number equal to the weighted average
remaining term to maturity,
in
months,
of all
Non-Primary
Residence
Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the
quotient
of the number of all
Non-Primary
Residence
Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding
Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000; and
(C)
the
greater of (i) 0.0006
times the
aggregate
principal
balance of all the
Mortgage
Loans in the
Mortgage
Pool as of the
Relevant
Anniversary
having
a
Loan-to-Value
Ratio
(other
than
Additional
Collateral
Loans) at
origination
which
exceeds
75% and (ii)
$100,000,
over (2) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Capitalization
Reimbursement
Amount:
As to any Distribution
Date and Loan Group the amount of Advances
or Servicing
Advances
that were added to the Stated
Principal
Balance of the Mortgage
Loans in such Loan Group
during
the prior
calendar
month
and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section
3.10(a)(vii),
plus the
related
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any
prior
Distribution
Date
and
reimbursed
to the
Master
Servicer
or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any Distribution Date and Loan Group, the amount,
if any, by which the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of
the
Mortgage
Loans in such Loan
Group
during the
preceding
calendar
month
exceeds
the amount of
principal
payments on the Mortgage Loans included in the Available
Distribution
Amount for that Loan Group and Distribution
Date.
Certificate:
Any Class I-A-1,
Class I-A-2,
Class I-A-3,
Class I-A-4,
Class I-A-5,
Class I-A-6, Class
I-A-7,
Class I-A-8,
Class II-A-1,
Class A-V, Class A-P, Class R-I, Class R-II,
Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates.
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 2006-QS11" and which must be an Eligible Account.
Certificate
Group:
With
respect to Loan Group I, the Group I Senior
Certificates,
and with respect to
Loan Group II,
the Group II Senior Certificates.
Certificate Policy:
None.
Class I-A
Certificates:
The Class I-A-1,
Class
I-A-2,
Class I-A-3,
Class I-A-4,
Class I-A-5,
Class
I-A-6, Class I-A-7 and Class I-A-8 Certificates.
Class I-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the
aggregate
Certificate
Principal
Balance of the Group I Senior
Certificates
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the Mortgage
Loans in Loan Group I, other than the
Discount
Fraction of the Discount
Mortgage Loans in Loan Group I, immediately
prior to that
Distribution
Date.
The Class I-A Percentage will initially equal approximately 93.70%
and will in no event exceed 100%.
Class II-A Certificates:
The Class II-A-1 Certificates.
Class II-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the aggregate
Certificate
Principal
Balance of the Group II Senior
Certificates
immediately
prior to that
Distribution Date
divided by the aggregate
Stated
Principal
Balance of all of the Mortgage
Loans in Loan Group II, other than the
Discount
Fraction of the Discount Mortgage Loans in Loan Group II,
immediately
prior to that Distribution
Date.
The Class II-A Percentage will initially equal approximately 93.68%
and will in no event exceed 100%.
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates: 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.
Closing Date:
August 30, 2006.
Compensating
Interest:
With
respect to any
Distribution
Date and each Loan
Group an amount
equal to
Prepayment
Interest Shortfalls
resulting from Principal
Prepayments in Full during the related Prepayment Period
and
Curtailments
during the prior calendar month and included in the Available
Distribution
Amount for the such
Loan Group on such
Distribution
Date, but not more than the lesser of (a)
one-twelfth of 0.125% of the aggregate
Stated Principal
Balance of the Mortgage Loans in the related Loan Group
immediately
preceding such Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on amounts
held in the
Custodial
Account and
the
Certificate
Account and payable to the
Certificateholders
with respect to the Mortgage Loans in the related
Loan Group and such
Distribution
Date;
provided that for purposes of this definition the amount of the
Servicing
Fee will not be reduced
pursuant to Section
7.02(a)
except as may be required
pursuant to the last
sentence of
such Section.
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 2006-QS11.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date:
August 1, 2006.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to each
Distribution Date.
Discount Net Mortgage Rate:
6.50% per annum.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Eligible
Funds:
With respect to any
Distribution
Date and Loan Group,
such Loan Group's portion of an
amount that is
allocated
among the Loan
Groups pro rata,
based on the
aggregate
unpaid
Class A-P
Collection
Shortfalls
for each Loan Group,
which amount is equal to the excess of (a) the Aggregate
Available
Distribution
Amount over (b) the sum of (i) the
Aggregate
Senior
Interest
Distribution
Amount,
(ii) the
Aggregate
Senior
Principal
Distribution Amount (determined
without regard to Section
4.02(a)(ii)(Z)(D)
hereof),
(iii) the Class
A-P Principal
Distribution
Amount for Loan Group I and Loan Group II (determined
without regard to clause (E) of
the definition of Class A-P Principal
Distribution
Amount) and (iv) the aggregate
amount of Accrued
Certificate
Interest on the Class M-1, Class M-2, Class M-3, Class B-1 and
Class B-2 Certificates.
Excess
Subordinate
Principal
Amount:
With respect to any
Distribution
Date on which the
Certificate
Principal
Balance of the Class of Subordinate
Certificates
then
outstanding
with the Lowest
Priority is to be
reduced to zero and on which Realized Losses are to be allocated to
such Class or Classes,
the excess,
if any, of
(i) the
amount
that
would
otherwise
be
distributable
in
respect
of
principal
on such class or classes of
Certificates
on such
Distribution
Date over (ii) the excess,
if any,
of the
aggregate
Certificate
Principal
Balance of such Class or Classes of Certificates
immediately
prior to such
Distribution
Date over the aggregate
amount of Realized Losses to be allocated to such Classes of
Certificates on such
Distribution
Date as reduced by
any amount
calculated
pursuant to clause (E) of the definition of Class A-P Principal
Distribution
Amount.
The
Excess
Subordinate
Principal
Amount will be allocated
between the Loan Groups on a pro rata basis in accordance
with the amount of Realized Losses on the Mortgage Loans in each
Loan Group
allocated to the
Certificates on that
Distribution Date.
Fraud Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X)
prior to the
first
anniversary
of the
Cut-off
Date an
amount
equal to
3.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up to such date of determination,
(Y) from the first to, but not including,
the
second
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the
most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding
principal
balance of all
of the
Mortgage
Loans as of the most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of
Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05
since the most recent
anniversary
of the Cut-off Date up to such date of
determination,
and (Z) from the second
to, but not
including,
the fifth
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the
Fraud
Loss
Amount
as of the
most
recent
anniversary
of the
Cut-off
Date
and (b)
1.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date
minus (2) the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of Certificates
in
accordance
with
Section
4.05
since
the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6,
Class I-A-7,
Class I-A-8 and Class R-I
Certificates,
which relate to and are payable
primarily from the
Group I Loans.
Group II Senior Certificates:
The Class II-A-1 Certificates and Class R-II Certificates,
which relate to
and are payable primarily from the Group II Loans.
Initial
Monthly
Payment Fund:
With respect to the Group I Loans,
$240,000.00,
representing
scheduled
principal
amortization
and interest at the Net Mortgage Rate payable
during the September
2006 Due Period,
for
those
Group I Loans for which the
Trustee
will not be
entitled to receive
such
payment.
With
respect to the
Group II Loans,
$0.00,
representing
scheduled
principal
amortization
and
interest at the Net
Mortgage
Rate
payable during the September
2006 Due Period,
for those Group II Loans for which the Trustee will not be entitled
to receive such payment.
Initial
Notional
Amount:
With
respect to the Class I-A-7
Certificates,
$15,234,000.
With respect to
the Class A-V
Certificates
or Subclass
thereof issued
pursuant to Section
5.01(c) of the Standard
Terms,
the
aggregate
Cut-off Date
Principal
Balance of the
Mortgage
Loans
corresponding
to the
Uncertificated
REMIC I
Regular Interests Z represented by such Class or Subclass on such
date.
Initial Subordinate Class Percentage:
With respect to each Class of Subordinate
Certificates,
an amount
which is equal to the initial aggregate
Certificate
Principal
Balance of such Class of Subordinate
Certificates
divided by the aggregate Stated Principal Balance of all the
Mortgage Loans as of the Cut-off Date, as follows:
Class M-1:
3.35%
Class B-1:
0.45%
Class M-2:
0.95%
Class B-2:
0.40%
Class M-3:
0.75%
Class B-3:
0.35%
Interest
Accrual
Period:
With
respect to any Class of
Certificates
and any
Distribution
Date,
the
calendar month preceding the month in which such Distribution Date
occurs.
Interest
Only
Certificates:
Any one of the Class I-A-7
Certificates
and Class A-V
Certificates.
The
Interest Only Certificates will have no Certificate Principal
Balance.
Loan Group:
Either of 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.
Lockout Certificates:
The Class I-A-4 Certificates and Class I-A-6 Certificates.
Lockout
Percentage:
For any
Distribution
Date occurring
prior to the
Distribution
Date in September
2011, 0%. For any Distribution
Date occurring
thereafter,
as follows:
30% for any Distribution Date on or after
September 2011 and prior to September 2012; 40% for any
Distribution
Date on or after September 2012 and prior to
September 2013; 60% for any
Distribution
Date on or after September 2013 and prior to September 2014; 80%
for any
Distribution
Date on or after
September
2014 and prior to September
2015;
and 100% for any
Distribution
Date
thereafter.
Maturity
Date:
August 25,
2036,
the
Distribution
Date
immediately
following
the latest
scheduled
maturity date of any Mortgage Loan.
Mortgage:
With
respect to each
Mortgage
Note
related to a
Mortgage
Loan which is not a
Cooperative
Loan, the mortgage,
deed of trust or other comparable
instrument creating a first lien on an estate in fee simple
or leasehold
interest in real property
securing a Mortgage Note.
With respect to each
Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security
Instrument.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit
One-II
(with
respect to Loan Group II) (in each case,
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:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the
Servicing Fee accrues
("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage Loan is secured by
a second or vacation residence; and
(xii)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage
Loans:
Such of the
mortgage
loans,
including
any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are held or deemed to be held as a part
of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule,
and
Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including,
without limitation,
(i) with
respect
to each
Cooperative
Loan,
the
related
Mortgage
Note,
Security
Agreement,
Assignment
of
Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto,
(ii) with respect to each Sharia
Mortgage
Loan,
the related
Obligation to Pay,
Sharia
Mortgage Loan
Security Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment Agreement and Amendment of Security
Instrument
and Mortgage
File and all rights
appertaining
thereto and (iii) with respect to each
Mortgage
Loan
other than a Cooperative
Loan or a Sharia
Mortgage Loan, each related
Mortgage Note,
Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any
modification
thereto.
With respect to each
Sharia Mortgage Loan, the related Obligation to Pay.
Mortgage
Rate:
As to any Mortgage
Loan,
the interest rate borne by the related
Mortgage
Note, or any
modification
thereto
other than a Servicing
Modification.
As to any Sharia
Mortgage
Loan,
the profit
factor
described in the related Obligation to Pay, or any modification
thereto other than a Servicing Modification.
Mortgagor:
The obligor on a Mortgage
Note, or with respect to a Sharia
Mortgage
Loan,
the consumer on
an Obligation to Pay.
Notional
Amount:
As of any
Distribution
Date,
(i) with
respect to the Class I-A-7
Certificates,
an
amount equal to 1/13
multiplied by the aggregate
Certificate
Principal
Balance of the Class I-A-2
Certificates
and Class I-A-8 Certificates
immediately prior to such date,
provided,
however, for federal income tax purposes,
as of any
Distribution
Date,
with respect to the Class I-A-7
Certificates,
the
equivalent
of the
foregoing,
expressed as the
Uncertificated
Principal Balance of Uncertificated
REMIC I Regular Interest W immediately prior
to that date; and (ii) with respect to any Class A-V
Certificates
or Subclass
thereof issued pursuant to Section
5.01(c) of the Standard Terms, the aggregate Stated
Principal
Balance of the Mortgage Loans
corresponding to the
Uncertificated REMIC I Regular Interests Z represented by such
Class or Subclass immediately prior to such date.
Obligation
to Pay:
The
originally
executed
obligation
to pay or
similar
agreement
evidencing
the
obligation of the consumer under a Sharia Mortgage Loan, together
with any modification thereto.
Pass-Through
Rate: With respect to the Senior
Certificates
(other than the Class A-V
Certificates
and
Class A-P
Certificates),
Class M Certificates and Class B Certificates
and any Distribution
Date, the per annum
rates set forth in the Preliminary Statement hereto.
With respect to the Class A-V Certificates
(other than any Subclass
thereof) and any Distribution
Date,
a rate equal to the weighted average,
expressed as a percentage,
of the Pool Strip Rates of all Mortgage Loans as
of the Due Date in the related Due Period,
weighted on the basis of the respective
Stated
Principal
Balances of
such Mortgage Loans as of the day
immediately
preceding such
Distribution
Date (or, with respect to the initial
Distribution
Date, at the close of business on the Cut-off Date).
With respect to the Class A-V
Certificates and
the initial
Distribution
Date the Pass-Through
Rate is equal to 0.3973% per annum.
With respect to any Subclass
of Class A-V
Certificates
and any
Distribution
Date,
a rate
equal to the
weighted
average,
expressed
as a
percentage,
of the Pool Strip Rates of all Mortgage
Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests Z
represented
by such
Subclass as of the Due Date in the related Due Period,
weighted on the basis of
the
respective
Stated
Principal
Balances
of such
Mortgage
Loans
as of the day
immediately
preceding
such
Distribution
Date (or with
respect to the
initial
Distribution
Date,
at the close of
business on the Cut-off
Date).
The Principal
Only
Certificates
have no
Pass-Through
Rate and are not entitled to Accrued
Certificate
Interest.
Pool Strip Rate:
With
respect to each
Mortgage
Loan in any Loan
Group,
a per annum rate equal to the
excess of (a) the Net Mortgage
Rate of such
Mortgage
Loan over (b) the Discount Net Mortgage
Rate for such Loan
Group (but not less than 0.00%) per annum.
Prepayment
Assumption:
With
respect
to each
Loan
Group,
the
prepayment
assumption
to be used for
determining
the accrual of original
issue
discount and premium and market
discount on the related
Certificates
for
federal
income tax
purposes,
which
assumes a
prepayment
rate equal to the
product of (x) 100% and (y) a
constant
prepayment
rate of 8.0% per annum of the then
outstanding
principal
balance of the
related
Mortgage
Loans in the first month of the life of such
Mortgage
Loans and an additional
approximately
0.909091% per annum
in each month
thereafter
until the twelfth month, and beginning in the twelfth month and in
each month thereafter
during the life of the related Mortgage Loans, a constant
prepayment rate of 18.0% per annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution Date and each Class of Subordinate
Certificates and 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
September
2011
(unless
the
Certificate
Principal Balances of the related Senior
Certificates (other than the related Class
A-P Certificates), have been reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed in clause (i) above on which any Class of
Subordinate
Certificates are outstanding:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate Certificates for
which the
Prepayment Distribution Triggers have not been satisfied, 0%; and
(iii)
Notwithstanding
the foregoing,
if the application of the foregoing
percentages on any Distribution Date
as provided in Section 4.02 of this Series Supplement
(determined
without regard to the proviso
to
the
definition
of
"Subordinate
Principal
Distribution
Amount")
would
result
in
a
distribution
in respect of principal of any Class or Classes of Subordinate
Certificates
in an
amount
greater than the
remaining
Certificate
Principal
Balance
thereof (any such class,
a
"Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall
be
reduced
to a level
that,
when
applied
as
described
above,
would
exactly
reduce
the
Certificate Principal Balance of such Class to zero; (b) the
Prepayment
Distribution
Percentage
of each other Class of Subordinate
Certificates
(any such Class, a "Non-Maturing
Class") shall
be
recalculated
in
accordance
with
the
provisions
in
paragraph
(ii)
above,
as
if
the
Certificate
Principal
Balance of each Maturing Class had been reduced to zero (such
percentage
as recalculated,
the "Recalculated
Percentage");
(c) the total amount of the reductions in the
Prepayment
Distribution
Percentages of the Maturing Class or Classes
pursuant to clause (a) of
this sentence,
expressed as an aggregate
percentage,
shall be allocated among the Non-Maturing
Classes
in
proportion
to
their
respective
Recalculated
Percentages
(the
portion
of such
aggregate
reduction so allocated to any Non-Maturing
Class, the "Adjustment
Percentage");
and
(d) for purposes of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of each
Non-Maturing
Class
shall
be
equal to the sum of (1) the
Prepayment
Distribution
Percentage
thereof,
calculated
in
accordance
with
the
provisions
in
paragraph
(ii)
above as if the
Certificate
Principal
Balance of each Maturing Class had not been reduced to zero, plus
(2) the
related Adjustment Percentage.
Prepayment
Distribution
Trigger:
With
respect to any
Distribution
Date and any Class of
Subordinate
Certificates
(other than the Class M-1
Certificates),
a test that shall be satisfied if the fraction
(expressed
as a
percentage)
equal
to the sum of the
Certificate
Principal
Balances
of such
Class
and
each
Class
of
Subordinate
Certificates
with a Lower
Priority
than such
Class
immediately
prior to such
Distribution
Date
divided by the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or REO
Properties)
immediately
prior to such
Distribution
Date is greater than or equal to the sum of the Initial
Subordinate Class Percentages
of such Class and each Class of Subordinate Certificates with a
Lower Priority.
Principal Only Certificates:
Any one of the Class A-P Certificates.
Record
Date:
With
respect
to each
Distribution
Date and each
Class of
Certificates,
the
close of
business on the last Business Day of the month preceding the month
in which the related Distribution Date occurs.
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
REMIC
I:
The
segregated
pool
of
assets
with
respect
to
which
a REMIC
election
is to be
made,
consisting of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all payments
and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date) as shall be on
deposit in the
Custodial
Account
or in the
Certificate
Account
and
identified
as
belonging to the Trust Fund,
including the proceeds from the
liquidation of Additional
Collateral for any Additional
Collateral Loan, but not including
amounts on deposit in
the Initial Monthly Payment Fund,
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard
insurance
policies
and Primary
Insurance
Policies,
if any,
the Pledged
Assets
with
respect to each
Pledged
Asset
Mortgage
Loan,
and the
interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01
herein, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II:
The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I Regular
Interests
conveyed
in trust to the Trustee
for the
benefit of the
holders of each Class of
Certificates
(other than the
Class R-I Certificates) pursuant to Section 2.06, with respect to
which a separate REMIC election is to be made.
Senior
Accelerated
Distribution
Percentage:
With respect to any Loan Group and any
Distribution
Date
occurring on or prior to the 60th
Distribution
Date, 100%. With respect to any
Distribution
Date thereafter and
such Loan Group as follows:
(i)
for any
Distribution
Date
after
the 60th
Distribution
Date but on or prior to the 72nd
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related
Subordinate
Percentage for such Distribution Date;
(ii)
for any
Distribution
Date
after
the 72nd
Distribution
Date but on or prior to the 84th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related
Subordinate
Percentage for such Distribution Date;
(iii)
for any
Distribution
Date
after
the 84th
Distribution
Date but on or prior to the 96th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related
Subordinate
Percentage for such Distribution Date;
(iv)
for any
Distribution
Date
after the 96th
Distribution
Date but on or prior to the 108th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related
Subordinate
Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for such Distribution Date;
provided, however,
(i) that any scheduled
reduction to the Senior Accelerated
Distribution
Percentage
described above for
either Loan Group shall not occur as of any Distribution Date
unless either:
(a)(1)(X)
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% or (Y) the outstanding
principal
balance of
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
principal
balance of all Mortgage
Loans in the both Loan Groups
averaged over the last six
months,
does not exceed 2% and (2) Realized
Losses on the Mortgage Loans in both Loan Groups to date for
such Distribution Date if occurring during the sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively,
of the sum of
the Initial Certificate Principal Balances of the Subordinate
Certificates; or
(b)(1) the
outstanding
principal
balance of Mortgage
Loans 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
principal
balance of all Mortgage
Loans
averaged
over the last six
months,
does not exceed 4% and (2)
Realized
Losses on the
Mortgage
Loans in both Loan Groups to date for such
Distribution
Date,
if occurring
during the sixth,
seventh,
eighth,
ninth or tenth year (or any year thereafter)
after the Closing Date are less than 10%, 15%, 20%,
25% or 30%,
respectively,
of the sum of the Initial
Certificate
Principal
Balances of the Subordinate
Certificates; and
(ii) that for any
Distribution
Date on which the related
Senior
Percentage is greater than the related
Senior
Percentage
as of the Closing
Date,
the
related
Senior
Accelerated
Distribution
Percentage
for such
Distribution Date shall be 100%.
Notwithstanding
the foregoing,
upon the reduction of the
Certificate
Principal
Balances of the Senior
Certificates
related to a Loan Group (other than the related Class A-P
Certificates,
if any) to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior
Certificate:
Any
one
of
the
Group
I
Senior,
Group
II
Senior,
Class
A-P
or
Class
A-V
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form
annexed to the Standard Terms as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount: With respect to any Distribution Date and Loan Group, the
amount of
Accrued
Certificate
Interest
required to be distributed from the related
Available
Distribution
Amount to the
Holders of the related Senior Certificates for that Distribution
Date.
Senior Percentage:
The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal
Distribution
Amount: With respect to any Distribution Date and Loan Group the
lesser of
(a) the balance of the related
Available
Distribution
Amount
remaining
after the
distribution
of all amounts
required to be
distributed
therefrom
pursuant to Section
4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any
amount distributable
pursuant to clause (E) of the definition of "Class A-P Principal
Distribution
Amount"), and
(b) the sum of the amounts required to be distributed to the Senior
Certificateholders
of the related Certificate
Group on such Distribution Date pursuant to Sections
4.02(a)(ii)(Z), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates:
Any of the Class I-A-6 Certificates.
Sharia
Mortgage
Loan: A declining
balance
co-ownership
transaction,
structured
so as to comply with
Islamic religious law.
Sharia
Mortgage Loan
Co-Ownership
Agreement:
The agreement that defines the
relationship
between the
consumer and co-owner and the parties'
respective rights under a Sharia Mortgage Loan,
including their respective
rights with respect to the indicia of ownership of the related
Mortgaged Property.
Sharia
Mortgage
Loan
Security
Instrument:
The
mortgage,
security
instrument
or
other
comparable
instrument
creating a first lien on an estate in fee simple or
leasehold
interest in real
property
securing an
Obligation to Pay.
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $7,515,057
minus the sum of (i)
the aggregate
amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in
accordance
with Section 4.05 of this Series
Supplement and (ii) the Adjustment
Amount (as defined below) as most
recently
calculated.
For each
anniversary
of the Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated in accordance with the preceding
sentence
(without giving effect
to the deduction of the Adjustment Amount for such
anniversary)
exceeds the greater of (A) the greater of (i) the
product of the Special Hazard
Percentage for such anniversary
multiplied by the outstanding
principal balance of
all the
Mortgage
Loans on the
Distribution
Date
immediately
preceding
such
anniversary
and (ii)
twice the
outstanding
principal
balance of the
Mortgage
Loan with the
largest
outstanding
principal
balance as of the
Distribution
Date
immediately
preceding
such
anniversary
and (B) the
greater
of (i) the
product
of
0.50%
multiplied
by the
outstanding
principal
balance of all
Mortgage
Loans on the
Distribution
Date
immediately
preceding such anniversary
multiplied by a fraction,
the numerator of which is equal to the aggregate outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of all of the Mortgage
Loans secured by
Mortgaged
Properties
located in the State of California
divided by the aggregate
outstanding
principal balance
(as of the immediately preceding
Distribution Date) of all of the Mortgage Loans,
expressed as a percentage,
and
the
denominator
of which is equal to 18.9% (which
percentage
is equal to the
percentage
of Mortgage
Loans by
aggregate
principal
balance
initially
secured by Mortgaged
Properties
located in the State of California) and
(ii) the
aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of the
largest
Mortgage
Loan secured by a Mortgaged
Property
(or,
with
respect to a
Cooperative
Loan,
the related
Cooperative Apartment) located in the State of California.
The Special
Hazard
Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner in which
coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary
of the
Cut-off
Date,
the greater of (i) 1.0% and
(ii) the largest
percentage
obtained by dividing the aggregate
outstanding
principal balance (as of immediately
preceding
Distribution
Date)
of the
Mortgage
Loans
secured
by
Mortgaged
Properties
located
in a
single,
five-digit
zip code area in the State of
California
by the
outstanding
principal
balance of all the
Mortgage
Loans as of the immediately preceding Distribution Date.
Subordinate
Certificate:
Any one of the
Class M
Certificates
or Class
B-1,
Class
B-2 and Class B-3
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form
annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate
Class
Percentage:
With
respect
to any
Distribution
Date and any
Class
of
Subordinate
Certificates,
a
fraction,
expressed
as a
percentage,
the
numerator
of
which is the
aggregate
Certificate
Principal Balance of such Class of Subordinate
Certificates
immediately prior to such date and the denominator of
which is the aggregate
Stated Principal
Balance of all of the Mortgage Loans (or REO Properties)
(other than the
Discount Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Subordinate
Percentage:
With
respect to any Loan Group,
as of any date of
determination
a percentage
equal to 100% minus the related Senior Percentage as of that date.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and Loan
Group and each
Class of
Subordinate
Certificates,
(a) the sum of the following:
(i) such Class's pro rata share,
based on the
Certificate Principal Balance of each Class of Subordinate
Certificates then outstanding,
of the aggregate of the
amounts
calculated
(without giving effect to the related Senior
Percentages) for such
Distribution Date for the
related Loan Group under
clauses (1),
(2) and (3) of Section
4.02(a)(ii)(Z)(A)
to the extent not payable to the
related Senior Certificates;
(ii) such Class's pro rata share, based on the Certificate
Principal Balance of each
Class
of
Subordinate
Certificates
then
outstanding,
of
the
principal
collections
described
in
Section
4.02(a)(ii)(Z)(B)(b)
for the
related
Loan
Group
(without
giving
effect
to the
related
Senior
Accelerated
Distribution
Percentages)
to the extent such
collections
are not otherwise
distributed
to the related
Senior
Certificates;
(iii) the product of (x) the related
Prepayment
Distribution
Percentage
and (y) the aggregate of
all
Principal
Prepayments
in Full received in the related
Prepayment
Period and
Curtailments
received in the
preceding
calendar
month for the related Loan Group (other than the related
Discount
Fraction of such Principal
Prepayments in Full and Curtailments
with respect to a related
Discount
Mortgage Loan) to the extent not payable
to the related Senior
Certificates;
(iv) if such Class is the Class of Subordinate
Certificates with the Highest
Priority,
any related Excess
Subordinate
Principal Amount for the related Loan Group for such
Distribution Date
not paid to the related
Senior
Certificates;
and (v) any amounts
described
in clauses
(i),
(ii) and (iii) as
determined for any previous
Distribution
Date, that remain
undistributed to the extent that such amounts are not
attributable
to Realized
Losses which have been
allocated to a Class of Subordinate
Certificates
minus (b) the
sum of (i) with respect to the Class of
Subordinate
Certificates
with the Lowest
Priority,
any related
Excess
Subordinate Principal Amount for such Distribution Date; and (ii)
the related
Capitalization
Reimbursement Amount
for such Loan Group and Distribution
Date, other than the related Discount
Fraction of any portion of that amount
related
to each
related
Discount
Mortgage
Loan in the
related
Loan
Group,
multiplied
by a
fraction,
the
numerator of which is the Subordinate
Principal
Distribution
Amount for such Class of Subordinate
Certificates,
without
giving
effect
to this
clause
(b)(ii),
and
the
denominator
of
which
is the
sum of the
principal
distribution
amounts
for all Classes of
Certificates
(other than the Class A-P
Certificates),
without
giving
effect to any reductions for the Capitalization Reimbursement
Amount.
Super Senior Certificates:
Any of the Class I-A-3 Certificates and Class I-A-4 Certificates.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, (i) as to each
Uncertificated
REMIC I
Regular
Interest
other
than each
Uncertificated
REMIC I Regular
Interest
Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the Related Classes of Certificates
(excluding any Interest Only
Certificates) if the
Pass-Through
Rate on such
Classes were equal to the Uncertificated
Pass-Through Rate on such Uncertificated
REMIC I Regular Interest,
(ii)
as to each
Uncertificated
REMIC I Regular
Interest Z and each
Uncertificated
REMIC II Regular
Interest
Z, an
amount equal to one month's interest at the Pool Strip Rate of the
related
Mortgage Loan on the principal
balance
of such Mortgage Loan reduced by such
Interest's
pro-rata
share of any prepayment
interest
shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated
Pass-Through
Rate:
With
respect
to
each
of
the
Uncertificated
REMIC
I
Regular
Interests,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the per
annum
rate
specified
in the
definition
of
Uncertificated
REMIC I Regular
Interests.
With
respect to each
Uncertificated
REMIC I Regular
Interest Z and each Uncertificated REMIC II Regular Interest Z, the
Pool Strip Rate for the related Mortgage Loan.
Uncertificated
Principal
Balance:
With
respect to each
Uncertificated
REMIC I Regular
Interest,
as
defined in the definition of Uncertificated REMIC I Regular
Interests.
Uncertificated
REMIC I Regular Interests:
The
Uncertificated
REMIC I Regular Interests Z together with
the interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in
REMIC I, and having the following characteristics:
1.
The
principal
balance
from
time
to time of each
Uncertificated
REMIC I
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such
table,
minus the sum of (x) the
aggregate
of all amounts
previously
deemed
distributed
with respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a)(ii)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses that
were
previously
deemed
allocated
to
the
Uncertificated
Principal
Balance
of
such
Uncertificated
REMIC I
Regular
Interest
pursuant
to
Section
10.04(d),
which
equals
the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC I Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
I
Regular
Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate
column of such table.
3.
The Uncertificated
REMIC I Distribution
Amount for each REMIC I Regular Interest identified in
the table
below
shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with
respect to such
Uncertificated
REMIC I Regular Interest on such
Distribution Date pursuant to
the provisions of Section 10.04(a).
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated REMIC I
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
W
Class I-A-2, Class I-A-7 and
6.50%
$198,042,000.00
Class I-A-8
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
X
Class A-P
0.00%
$5,521,342.35
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Y
Class I-A-1, Class I-A-3, Class
6.50%
$547,942,262.27
I-A-4, Class I-A-5, Class
I-A-6, Class II-A-1, Class
R-II, Class M-1, Class M-2,
Class M-3, Class B-1, Class
B-2, Class B-3
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each
of
the
3,132
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 3,132,
each relating to the
particular
Mortgage
Loan
identified by such
sequential
number on the Mortgage
Loan
Schedule,
each having no
principal
balance,
and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC I Regular Interests Z Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC I
Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC I Regular Interest,
other than the
Uncertificated
REMIC I Regular Interests Z, the amount specified as the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
with
respect
thereto
in
the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to the
Uncertificated
REMIC I Regular
Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC
II
Regular
Interests
Z:
Each
of the
3,132
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC II numbered
sequentially
from 1 through
3,132,
each
relating to the
identically
numbered
Uncertificated
REMIC I Regular
Interests Z, each having no
principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z, comprising such
Uncertificated
REMIC II Regular Interests Z's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular Interests
Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Undercollateralized
Amount:
With respect any Certificate Group and Distribution
Date, the excess of (i)
the aggregate
Certificate
Principal
Balance of such
Certificate
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(i) on such Distribution Date).
Undercollateralized
Certificate
Group:
With
respect any
Distribution
Date, a
Certificate
Group for
which the related Undercollateralized Amount exceeds zero.
Underwriters:
Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated.
Section
1.02
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal" of the Mortgage Loans
shall
mean,
with
respect to the Sharia
Mortgage
Loans,
amounts in respect
profit
payments
and
acquisition
payments, respectively.
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)
In
connection
with such
assignment,
except as set forth in
Section
2.01(c)
and
subject to
Section
2.01(d)
below,
the Company does hereby (1) with respect to each
Mortgage Loan (other than a Cooperative
Loan or a Sharia
Mortgage
Loan) deliver to the Master
Servicer (or an Affiliate of the Master
Servicer) each of
the documents or instruments
described in clause (I)(ii) below (and the Master
Servicer shall hold (or cause such
Affiliate
to hold) such
documents
or
instruments
in trust for the use and
benefit of all
present
and future
Certificateholders),
(2) with respect to each MOM Loan, deliver to and deposit with the
Trustee,
or the Custodian
on behalf of the
Trustee,
the
documents
or
instruments
described
in clauses
(I)(i) and (v) below,
(3) with
respect
to each
Mortgage
Loan that is not a MOM Loan but is
registered
on the
MERS(R)System,
deliver
to and
deposit with the Trustee, or to the Custodian on behalf of the
Trustee,
the documents or instruments
described in
clauses
(I)(i),
(iv) and (v)
below,
(4) with
respect to each
Mortgage
Loan that is not a MOM Loan and is not
registered
on the MERS(R)System,
deliver to and deposit
with the Trustee,
or to the
Custodian on behalf of the
Trustee,
the
documents
or
instruments
described in clauses
(I)(i),
(iii),
(iv) and (v) below,
and (5) with
respect to each Cooperative
Loan and Sharia Mortgage Loan, the documents and instruments
described in clause (II)
and clause (III) below:
(I) with respect to each Mortgage Loan so assigned
(other than a
Cooperative
Loan or a Sharia
Mortgage
Loan):
(i)
The original
Mortgage Note,
endorsed
without recourse in blank or to the order of the
Trustee,
and
showing
an
unbroken
chain of
endorsements
from the
originator
thereof
to the Person
endorsing it to the
Trustee,
or with
respect to any
Destroyed
Mortgage
Note,
an original
lost note
affidavit
from the related
Seller or
Residential
Funding
stating that the original
Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii)
The
original
Mortgage,
noting
the
presence
of the
MIN of the
Mortgage
Loan
and
language
indicating
that
the
Mortgage
Loan is a MOM Loan if the
Mortgage
Loan is a MOM
Loan,
with
evidence of recording
indicated
thereon or a copy of the Mortgage with
evidence of recording
indicated
thereon;
(iii)
The
original
Assignment
of the
Mortgage to the Trustee
with
evidence of
recording
indicated thereon or a copy of such assignment with evidence of
recording indicated thereon;
(iv)
The original
recorded
assignment or
assignments
of the Mortgage
showing an unbroken
chain of title from the originator
thereof to the Person
assigning it to the Trustee (or to MERS, if the
Mortgage
Loan is
registered
on the MERS(R)System and noting the
presence
of a MIN) with
evidence
of
recordation
noted
thereon or
attached
thereto,
or a copy of such
assignment
or
assignments
of the
Mortgage with evidence of recording indicated thereon; and
(v)
The original of each
modification,
assumption
agreement or preferred loan
agreement,
if any, relating to such Mortgage Loan or a copy of each
modification,
assumption
agreement or preferred
loan agreement;
(II) with respect to each Cooperative Loan so assigned:
(i)
The
original
Mortgage
Note,
endorsed
without
recourse
to the order of the
Trustee
and
showing an
unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee,
or
with respect to any Destroyed
Mortgage
Note, an original lost note
affidavit from the related Seller or
Residential
Funding stating that the original
Mortgage Note was lost,
misplaced or destroyed,
together
with a copy of the related Mortgage Note;
(ii)
A counterpart of the
Cooperative
Lease and the Assignment of Proprietary
Lease to the originator of the
Cooperative Loan with intervening
assignments
showing an unbroken chain of title from such originator to
the Trustee or a copy of such
Cooperative
Lease and
Assignment of
Proprietary
Lease and copies of any
such intervening assignments;
(iii)
The related
Cooperative
Stock
Certificate,
representing
the related
Cooperative
Stock
pledged with
respect to such
Cooperative
Loan,
together with an undated
stock power (or other
similar
instrument)
executed in blank or copies thereof;
(iv)
The original
recognition
agreement by the
Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan or a copy thereof;
(v)
The Security Agreement or a copy thereof;
(vi)
Copies
of the
original
UCC-1
financing
statement,
and
any
continuation
statements,
filed
by the
originator
of
such
Cooperative
Loan as
secured
party,
each
with
evidence
of
recording
thereof,
evidencing the interest of the originator
under the Security
Agreement and the Assignment of Proprietary
Lease;
(vii)
Copies of the filed UCC-3
assignments
of the security
interest
referenced in clause (vi) above showing
an unbroken
chain of title from the originator to the Trustee,
each with evidence of recording
thereof,
evidencing the interest of the originator
under the Security
Agreement and the Assignment of Proprietary
Lease;
(viii)
An executed
assignment
of the
interest of the
originator
in the
Security
Agreement,
Assignment
of
Proprietary
Lease and the
recognition
agreement
referenced
in clause (iv) above,
showing an unbroken
chain of title from the originator to the Trustee, or a copy
thereof;
(ix)
The original of each modification,
assumption agreement or preferred loan agreement,
if any, relating to
such Cooperative Loan or a copy of each
modification,
assumption
agreement or preferred loan agreement;
and
(x)
A duly completed UCC-1 financing
statement showing the Master Servicer as debtor,
the Company as secured
party and the Trustee as assignee and a duly completed
UCC-1 financing
statement
showing the Company as
debtor and the Trustee as secured party,
each in a form
sufficient
for filing,
evidencing the interest
of such debtors in the Cooperative Loans or copies thereof; and
(III) with respect to each Sharia Mortgage Loan so assigned:
(i)
The original
Obligation to Pay,
endorsed
without recourse in blank or to the order of
the Trustee
and
showing an unbroken
chain of
endorsements
from the
originator
thereof to the Person
endorsing it to the Trustee,
or with respect to any Destroyed
Obligation
to Pay, an original
affidavit
from the related
Seller or
Residential
Funding
stating that the original
Obligation
to Pay was lost,
misplaced or destroyed, together with a copy of the related
Obligation to Pay;
(ii)
The original
Sharia
Mortgage
Loan
Security
Instrument,
with
evidence of recording
indicated
thereon or a copy of the Sharia
Mortgage Loan Security
Instrument
with evidence of recording
indicated thereon;
(iii)
An original
Assignment
and Amendment of Security
Instrument,
assigned to the Trustee
with
evidence of
recording
indicated
thereon or a copy of such
Assignment
and
Amendment of Security
Instrument with evidence of recording indicated thereon;
(iv)
The original
recorded
assignment or assignments
of the Sharia
Mortgage Loan Security
Instrument
showing an unbroken chain of title from the originator
thereof to the Person
assigning it to
the Trustee with evidence of recordation noted thereon or attached
thereto,
or a copy of such assignment
or
assignments
of the Sharia
Mortgage Loan
Security
Instrument
with evidence of recording
indicated
thereon;
(v)
The original
Sharia
Mortgage Loan
Co-Ownership
Agreement with respect to the related
Sharia Mortgage Loan or a copy of such Sharia Mortgage Loan
Co-Ownership Agreement; and
(vi)
The original of each
modification
or assumption
agreement,
if any,
relating to such
Sharia Mortgage Loan or a copy of each modification or assumption
agreement.
(c)
The Company
may, in lieu of
delivering
the
original
of the
documents
set forth in Sections
2.01(b)(I)(iii),
(iv) and (v), Sections 2.01(b)(II)(ii),
(iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii),
(iii),
(iv),
(v) and (vi) (or copies
thereof)
to the
Trustee
or to the
Custodian
on behalf of the
Trustee,
deliver such documents to the Master
Servicer,
and the Master Servicer shall hold such documents in trust for the
use and
benefit
of all
present
and
future
Certificateholders
until
such
time as is set
forth
in the next
sentence.
Within
thirty
Business
Days
following
the earlier of (i) the receipt of the
original of all of the
documents or instruments
set forth in Sections
2.01(b)(I)(iii),
(iv) and (v),
Sections
2.01(b)(II)(ii),
(iv),
(vii), (ix) and (x) and Sections
2.01(b)(III)(ii),
(iii), (iv), (v) and (vi) (or copies thereof) for any Mortgage
Loan and (ii) a written
request by the
Trustee
to
deliver
those
documents
with
respect to any or all of the
Mortgage
Loans then being held by the Master
Servicer,
the Master
Servicer shall deliver a complete set of such
documents to the Trustee or to the Custodian on behalf of the
Trustee.
The parties
hereto
agree that it is not intended
that any
Mortgage
Loan be included in the Trust Fund
that is either (i) a "High-Cost
Home Loan" as defined in the New Jersey Home Ownership Act
effective
November 27,
2003,
(ii) a "High-Cost
Home Loan" as defined in the New Mexico Home Loan
Protection
Act
effective
January 1,
2004,
(iii) a "High Cost Home Mortgage
Loan" as defined in the
Massachusetts
Predatory
Home Loan Practices Act
effective
November
7, 2004 or (iv) a
"High-Cost
Home Loan" as defined in the
Indiana
House
Enrolled
Act No.
1229, effective as of January 1, 2005.
(d)
Notwithstanding
the provisions of Section 2.01(c),
in connection with any Mortgage Loan, if the
Company
cannot
deliver the
original of the
Mortgage,
any
assignment,
modification,
assumption
agreement or
preferred
loan
agreement (or copy thereof as permitted by Section
2.01(b))
with
evidence of recording
thereon
concurrently
with the
execution
and
delivery
of this
Agreement
because
of (i) a delay
caused by the public
recording office where such Mortgage,
assignment,
modification,
assumption agreement or preferred loan agreement
as the case may be, has been
delivered
for
recordation,
or (ii) a delay in the
receipt of certain
information
necessary to prepare the related
assignments,
the Company
shall
deliver or cause to be delivered to the Trustee
or to the
Custodian
on
behalf of the
Trustee
a copy of such
Mortgage,
assignment,
modification,
assumption
agreement or preferred loan agreement.
The Company (i) shall
promptly
cause to be recorded in the
appropriate
public office for real property
records the
Assignment
referred to in clause
(I)(iii) of Section
2.01(b),
except (a) in states
where,
in the
opinion of counsel
acceptable to the Trustee and the Master
Servicer,
such
recording is not required to protect
the
Trustee's
interests in the Mortgage Loan against the claim of any
subsequent
transferee or any successor to
or creditor of the Company or the
originator
of such
Mortgage
Loan or (b) if MERS is identified on the Mortgage
or on a properly
recorded
assignment
of the Mortgage as the mortgagee of record solely as nominee for
the Seller
and its
successors
and
assigns,
(ii)
shall
promptly
cause to be filed the Form
UCC-3
assignment
and UCC-1
financing
statement
referred to in clauses
(II)(vii) and (x),
respectively,
of Section 2.01(b) and (iii) shall
promptly cause to be recorded in the appropriate
public
recording office for real property records the Assignment
Agreement
and
Amendment
of Security
Instrument
referred to in clause
(III)(iii)
of Section
2.01(b).
If any
Assignment,
Assignment
Agreement and Amendment of Security
Instrument,
Form UCC-3 or Form UCC-1, as applicable,
is lost or
returned
unrecorded
to the
Company
because of any
defect
therein,
the
Company
shall
prepare a
substitute
Assignment,
Assignment
Agreement and Amendment of Security
Instrument,
Form UCC-3 or Form UCC-1, as
applicable,
or cure such
defect,
as the case may be, and cause
such
Assignment
or
Assignment
Agreement
and
Amendment of Security
Instrument
to be recorded in accordance
with this
paragraph.
The Company shall
promptly
deliver or cause to be delivered to the applicable
person described in Section 2.01(b) any Assignment,
substitute
Assignment,
or
Assignment
Agreement
and
Amendment
of
Security
Instrument
or Form UCC-3 or Form
UCC-1,
as
applicable,
(or copy thereof)
recorded in connection
with this
paragraph
with evidence of recording
indicated
thereon at the time
specified in Section
2.01(c).
In connection
with its servicing of
Cooperative
Loans,
the
Master
Servicer will use its best efforts to file timely
continuation
statements
with regard to each
financing
statement and assignment
relating to Cooperative
Loans as to which the related
Cooperative
Apartment is located
outside of the State of New York.
If the Company
delivers to the Trustee or to the
Custodian on behalf of the Trustee any
Mortgage
Note,
Obligation to Pay,
Assignment
Agreement and Amendment of Security
Instrument or Assignment of Mortgage in blank,
the Company shall, or shall cause the Custodian to,
complete the
endorsement of the Mortgage Note,
Obligation to
Pay,
Assignment
Agreement
and
Amendment of Security
Instrument
and
Assignment of Mortgage in the name of the
Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
In
connection
with the
assignment of any Mortgage
Loan
registered
on the MERS(R)System,
the Company
further
agrees that it will cause,
at the Company's own expense,
within 30 Business Days after the Closing Date,
the MERS(R)System to
indicate
that such
Mortgage
Loans have been
assigned
by the
Company
to the
Trustee in
accordance
with this Agreement for the benefit of the
Certificateholders
by including (or deleting,
in the case
of Mortgage
Loans which are
repurchased
in accordance
with this
Agreement) in such computer files (a) the code
in the field which
identifies
the specific
Trustee and (b) the code in the field "Pool
Field" which
identifies
the series of the
Certificates
issued in connection with such Mortgage Loans.
The Company further agrees that it
will not, and will not permit the Master
Servicer to, and the Master
Servicer
agrees that it will not, alter the
codes
referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement
unless and
until such Mortgage Loan is repurchased in accordance with the
terms of this Agreement.
(e)
(See Section 2.01(e) of the Standard Terms).
(f)
It is
intended
that the
conveyance
by the
Company to the
Trustee of the
Mortgage
Loans as
provided for in this Section 2.01 be and the
Uncertificated
REMIC Regular
Interests,
if any (as provided for in
Section 2.06),
be construed as a sale by the Company to the Trustee of the
Mortgage
Loans and any
Uncertificated
REMIC
Regular
Interests
for the
benefit
of the
Certificateholders.
Further,
it is not
intended
that
such
conveyance be deemed to be a pledge of the Mortgage
Loans and any
Uncertificated
REMIC Regular
Interests by the
Company to the Trustee to secure a debt or other
obligation
of the Company.
Nonetheless,
(a) this
Agreement is
intended to be and hereby is a security
agreement
within the meaning of Articles 8 and 9 of the New York
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable
jurisdiction;
(b) the conveyance provided
for in Section
2.01 shall be deemed to be, and hereby is, (1) a grant by the
Company to the Trustee of a security
interest in all of the Company's right (including the power to
convey title thereto),
title and interest,
whether
now
owned or
hereafter
acquired,
in and to any and all
general
intangibles,
payment
intangibles,
accounts,
chattel paper,
instruments,
documents,
money,
deposit
accounts,
certificates
of deposit,
goods,
letters of
credit,
advices of credit and investment
property and other property of whatever kind or description now
existing
or hereafter
acquired
consisting of, arising from or relating to any of the
following:
(A) the Mortgage
Loans,
including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security
Agreement,
Assignment of
Proprietary
Lease,
Cooperative Stock Certificate and Cooperative Lease, (ii) with
respect to each Sharia Mortgage
Loan,
the related
Sharia
Mortgage
Loan
Security
Instrument,
Sharia
Mortgage
Loan
Co-Ownership
Agreement,
Obligation
to Pay and
Assignment
Agreement
and
Amendment
of Security
Instrument,
(iii) with respect to each
Mortgage Loan other than a Cooperative
Loan or a Sharia
Mortgage
Loan,
the related
Mortgage Note and Mortgage,
and (iv) any insurance
policies and all other
documents in the related
Mortgage
File,
(B) all amounts
payable
pursuant
to the
Mortgage
Loans in
accordance
with the terms
thereof,
(C) any
Uncertificated
REMIC
Regular
Interests
and
(D) all
proceeds
of the
conversion,
voluntary
or
involuntary,
of the
foregoing
into
cash,
instruments,
securities or other
property,
including
without
limitation
all amounts from time to time held or
invested
in the
Certificate
Account
or the
Custodial
Account,
whether
in the
form
of
cash,
instruments,
securities or other
property and (2) an
assignment by the Company to the Trustee of any security
interest in any
and all of Residential Funding's right (including the power to
convey title thereto),
title and interest,
whether
now owned or hereafter
acquired,
in and to the property
described in the foregoing clauses (1)(A),
(B), (C) and
(D) granted by Residential Funding to the Company pursuant to the
Assignment
Agreement;
(c) the possession by the
Trustee,
any Custodian on behalf of the Trustee or any other agent of the
Trustee of Mortgage
Notes or such other
items of property as constitute
instruments,
money, payment
intangibles,
negotiable
documents,
goods, deposit
accounts,
letters of credit,
advices of credit,
investment
property,
certificated
securities or chattel paper
shall be deemed to be
"possession
by the secured
party," or possession by a purchaser or a person
designated by
such secured party, for purposes of perfecting the security
interest
pursuant to the Minnesota Uniform
Commercial
Code and the
Uniform
Commercial
Code of any
other
applicable
jurisdiction
as in effect
(including,
without
limitation,
Sections
8-106,
9-313,
9-314 and 9-106
thereof);
and (d)
notifications
to persons
holding such
property,
and
acknowledgments,
receipts or
confirmations
from persons
holding such property,
shall be deemed
notifications
to, or
acknowledgments,
receipts or
confirmations
from,
securities
intermediaries,
bailees or
agents of, or persons
holding
for (as
applicable)
the
Trustee
for the
purpose of
perfecting
such
security
interest under applicable law.
The Company and, at the Company's
direction,
Residential
Funding and the Trustee
shall,
to the extent
consistent
with this
Agreement,
take such
reasonable
actions
as may be
necessary
to
ensure
that,
if this
Agreement were determined to create a security
interest in the Mortgage Loans,
any
Uncertificated
REMIC Regular
Interests and the other
property
described
above,
such security
interest would be determined to be a perfected
security
interest of first
priority under
applicable
law and will be maintained as such
throughout the term of
this
Agreement.
Without
limiting the generality of the
foregoing,
the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the
Trustee
shall
forward for filing,
or shall cause
to be forwarded for filing,
at the expense of the Company,
all filings necessary to maintain the effectiveness of
any original
filings
necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Trustee's
security interest in or lien on the Mortgage Loans and any
Uncertificated
REMIC Regular
Interests,
as
evidenced by an Officers'
Certificate of the Company,
including without
limitation (x) continuation
statements,
and (y) such other
statements as may be occasioned by (1) any change of name of
Residential
Funding,
the Company
or the Trustee (such
preparation
and filing shall be at the expense of the Trustee,
if occasioned by a change in
the
Trustee's
name),
(2) any
change of type or
jurisdiction
of
organization
of
Residential
Funding or the
Company,
(3) any transfer of any interest of
Residential
Funding or the Company in any Mortgage
Loan or (4) any
transfer of any interest of Residential Funding or the Company in
any Uncertificated REMIC Regular Interest.
(g)
The Master
Servicer
hereby
acknowledges
the
receipt by it of each
Initial
Monthly
Payment
Fund.
The Master
Servicer
shall hold each
Initial
Monthly
Payment
Fund in the
Custodial
Account
and shall
include the related Initial Monthly Payment Fund in the Available
Distribution
Amount for the each Loan Group for
the initial
Distribution Date.
Notwithstanding
anything herein to the contrary,
neither Initial Monthly Payment
Fund shall be an asset of any REMIC.
To the
extent
that
either
Initial
Monthly
Payment
Fund
constitutes
a
reserve
fund for federal
income tax
purposes,
(1) it shall be an outside
reserve
fund and not an asset of any
REMIC,
(2) it shall be owned by the
Seller
and (3)
amounts
transferred
by any REMIC to such
Initial
Monthly
Payment
Fund shall be treated as
transferred
to the Seller or any
successor,
all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
(h)
(See Section 2.01(h) of the Standard Terms).
Section
2.02
Acceptance by Trustee.
The Trustee
acknowledges
receipt
(or,
with respect to Mortgage
Loans
subject to a Custodial
Agreement,
and based solely upon a receipt or certification
executed by the Custodian,
receipt by the respective
Custodian as the duly
appointed
agent of the Trustee) of the documents
referred to in Section
2.01(b)(i)
above
(except that for
purposes of such
acknowledgement
only,
a Mortgage
Note may be endorsed in blank) and declares
that it, or the Custodian as its agent,
holds and will hold such documents and the other documents
constituting a
part of the Custodial
Files
delivered to it, or a Custodian as its agent,
and the rights of Residential
Funding
with respect to any Pledged Assets,
Additional
Collateral and the Surety Bond assigned to the Trustee pursuant to
Section
2.01,
in trust for the use and
benefit of all
present
and future
Certificateholders.
The
Trustee or
Custodian
(the
Custodian
being
so
obligated
under
a
Custodial
Agreement)
agrees,
for
the
benefit
of
Certificateholders,
to review each
Custodial
File
delivered
to it pursuant to Section
2.01(b)
within 45 days
after the Closing Date to ascertain that all required
documents
(specifically
as set forth in Section
2.01(b)),
have been executed and received,
and that such documents
relate to the Mortgage Loans
identified on the Mortgage
Loan Schedule,
as
supplemented,
that have been conveyed to it, and to deliver to the Trustee a
certificate
(the
"Interim
Certification")
to the effect that all documents
required to be delivered
pursuant to Section
2.01(b)
above have been
executed and received and that such
documents
relate to the
Mortgage
Loans
identified
on the
Mortgage Loan
Schedule,
except for any
exceptions
listed on Schedule A attached to such Interim
Certification.
Upon delivery of the Custodial Files by the Company or the Master
Servicer,
the Trustee shall acknowledge
receipt
(or,
with
respect to
Mortgage
Loans
subject
to a
Custodial
Agreement,
and based
solely
upon a receipt or
certification
executed by the Custodian,
receipt by the respective
Custodian as the duly appointed
agent of the
Trustee) of the documents referred to in Section 2.01(c) above.
If the
Custodian,
as the
Trustee's
agent,
finds any
document or documents
constituting
a part of a
Custodial
File to be missing or
defective,
the
Trustee
shall
promptly so notify the Master
Servicer
and the
Company.
Pursuant to Section 2.3 of the Custodial
Agreement,
the Custodian will notify the Master Servicer,
the
Company and the Trustee of any such omission or defect found by it
in respect of any
Custodial
File held by it in
respect of the items
reviewed by it pursuant to the Custodial
Agreement.
If such
omission or defect
materially
and
adversely
affects
the
interests
of the
Certificateholders,
the Master
Servicer
shall
promptly
notify
Residential
Funding of such
omission or defect and request
Residential
Funding to correct or cure such omission
or defect
within 60 days from the date the Master
Servicer
was
notified
of such
omission
or defect
and,
if
Residential
Funding
does not correct or cure such
omission or defect
within such
period,
require
Residential
Funding to purchase
such
Mortgage
Loan from the Trust Fund at its Purchase
Price,
within 90 days from the date
the Master
Servicer was notified of such
omission or defect;
provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3) of the Code,
any such
cure or
repurchase
must occur within 90 days from the date such breach was
discovered.
The
Purchase
Price for
any such
Mortgage
Loan shall be
deposited
by the Master
Servicer in the
Custodial
Account
maintained
by it
pursuant to Section 3.07 and,
upon
receipt by the Trustee of written
notification
of such
deposit
signed by a
Servicing
Officer,
the Master
Servicer,
the Trustee or the
Custodian,
as the case may be,
shall
release the
contents of any
related
Mortgage
File in its
possession
to the owner of such
Mortgage
Loan (or such
owner's
designee),
and the Trustee shall execute and deliver such
instruments
of transfer or assignment
prepared by the
Master
Servicer,
in each case
without
recourse,
as shall be necessary
to vest in
Residential
Funding or its
designee any Mortgage
Loan released
pursuant
hereto and
thereafter
such Mortgage Loan shall not be part of the
Trust Fund.
It is understood
and agreed that the
obligation
of
Residential
Funding to so cure or purchase any
Mortgage
Loan as to which a material
and adverse
defect in or omission of a
constituent
document
exists shall
constitute the sole remedy
respecting such defect or omission
available to
Certificateholders
or the Trustee on
behalf of the Certificateholders.
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
The
Master
Servicer
hereby
represents
and
warrants
to
the
Trustee
for
the
benefit
of
the
Certificateholders that:
(i)
The Master
Servicer is a corporation
duly
organized,
validly
existing and in good standing
under the
laws
governing its creation and existence and is or will be in
compliance
with the laws of each state in
which any
Mortgaged
Property is located to the extent
necessary
to ensure the
enforceability
of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii)
The execution and delivery of this
Agreement by the Master
Servicer and its
performance
and compliance
with the terms of this Agreement will not violate the Master
Servicer's
Certificate of
Incorporation or
Bylaws or constitute a material
default (or an event which,
with notice or lapse of time, or both, would
constitute
a material
default)
under,
or result in the
material
breach of,
any
material
contract,
agreement or other
instrument
to which the Master
Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii)
This
Agreement,
assuming
due
authorization,
execution
and
delivery by the Trustee and the
Company,
constitutes
a valid,
legal and binding
obligation
of the Master
Servicer,
enforceable
against it in
accordance
with
the
terms
hereof
subject
to
applicable
bankruptcy,
insolvency,
reorganization,
moratorium
and other laws
affecting
the
enforcement
of
creditors'
rights
generally
and to general
principles of equity,
regardless of whether such
enforcement
is considered in a proceeding in equity or
at law;
(iv)
The
Master
Servicer
is not in
default
with
respect to any order or decree of any court or any order,
regulation or demand of any federal,
state,
municipal or governmental
agency,
which default might have
consequences
that would materially and adversely affect the condition
(financial or other) or operations
of the Master
Servicer or its
properties
or might have
consequences
that would
materially
adversely
affect its performance hereunder;
(v)
No
litigation
is pending
or, to the best of the Master
Servicer's
knowledge,
threatened
against the
Master
Servicer
which would
prohibit its entering
into this
Agreement or performing
its
obligations
under this Agreement;
(vi)
The Master
Servicer will comply in all material
respects in the
performance
of this Agreement with all
reasonable rules and requirements of each insurer under each
Required Insurance Policy;
(vii)
No
information,
certificate
of an officer,
statement
furnished in writing or report
delivered to the
Company,
any
Affiliate of the Company or the Trustee by the Master
Servicer
will,
to the knowledge of
the Master
Servicer,
contain any untrue
statement of a material fact or omit a material fact
necessary
to make the information, certificate, statement or report not
misleading;
(viii)
The Master Servicer has examined each existing,
and will examine each new, Subservicing
Agreement and is
or will be familiar with the terms
thereof.
The terms of each existing
Subservicing
Agreement and each
designated
Subservicer
are acceptable to the Master
Servicer and any new
Subservicing
Agreements will
comply with the provisions of Section 3.02; and
(ix)
The Master
Servicer is a member of MERS in good standing,
and will comply in all material
respects with
the rules
and
procedures
of MERS in
connection
with the
servicing
of the
Mortgage
Loans
that are
registered with MERS.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(a)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon
discovery
by either the
Company,
the Master
Servicer,
the
Trustee or the
Custodian
of a breach of any
representation
or warranty set forth in this Section 2.03(a) which 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 (the
Custodian
being so obligated
under a Custodial
Agreement).
Within 90 days of
its
discovery or its receipt of notice of such breach,
the Master
Servicer
shall either (i) cure such breach in
all
material
respects
or (ii) to the extent
that such
breach is with
respect to a Mortgage
Loan or a related
document,
purchase
such
Mortgage
Loan from the Trust Fund at the Purchase
Price and in the manner set forth in
Section
2.02;
provided that if the omission or defect would cause the Mortgage
Loan to be other than a "qualified
mortgage"
as defined in Section
860G(a)(3)
of the Code,
any such cure or
repurchase
must occur within 90 days
from the date such
breach was
discovered.
The
obligation
of the Master
Servicer
to cure such breach or to so
purchase
such
Mortgage
Loan shall
constitute
the sole
remedy in respect of a breach of a
representation
and
warranty set forth in this Section
2.03(a)
available
to the
Certificateholders
or the Trustee on behalf of the
Certificateholders.
(b)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no
Mortgage
Loan has been so
Delinquent
more than once in the
12-month
period
prior to the
Cut-off Date;
(ii)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and correct in all material
respects at the date or dates
respecting
which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv)
To the best of the
Company's
knowledge,
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 0.6% of the Group I Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date are
secured by Mortgaged
Properties located in any one zip code area in California,
and no more than 0.4% of
the Group I Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties
located in any one zip code area outside
California;
no more than 4.0% of the Group II 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 New York,
and no more
than
2.7% of the Group II Loans by
aggregate
Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties
located in any one zip code
area outside New York;
(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)
No more than 49.1% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the
Cut-off
Date
were underwritten
under a reduced loan
documentation
program,
no more than 11.08% of the Group I Loans
by aggregate Stated Principal
Balance as of the Cut-off Date were
underwritten
under a no-stated income
program,
and no more than 13.26% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the
Cut-off Date were
underwritten
under a no income/no
asset program;
no more than 58.31% of the Group II
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a reduced
loan
documentation
program,
no more than
12.92% of the Group II Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a
no-stated
income
program,
and no more than
5.37% of the Group II Loans were underwritten under a no income/no
asset program;
(x)
Except with respect to no more than 19.28% of the Group I Loans by
aggregate Stated
Principal
Balance as
of the Cut-off Date, and no more than 13.85% of the Group II Loans
by aggregate Stated
Principal
Balance
as of the Cut-off Date,
the Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4),
(5) and (6),
without
reliance
on the
provisions
of
Treasury
Regulation Section
1.860G-2(a)(3) or Treasury
Regulation
Section
1.860G-2(f)(2) or any other
provision
that would allow a Mortgage Loan to be treated as a "qualified
mortgage"
notwithstanding
its
failure to meet the
requirements of Section
860G(a)(3)(A)
of the Code and Treasury
Regulation
Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
No more than 0.06% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date,
and none of the Group II Loans, are Cooperative Loans;
(xv)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program (through which
no new or updated
appraisals
of Mortgaged
Properties
are obtained in connection
with the
refinancing
thereof),
the related Seller has represented that either (a) the value of the
related Mortgaged
Property
as of the date the Mortgage Loan was
originated
was not less than the
appraised
value of such property
at the
time
of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage
Loan
generally
meets
the
Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(xviii)
None of the Mortgage Loans have been made to
International
Borrowers,
and no such Mortgagor is a member
of a foreign diplomatic mission with diplomatic rank;
(xix)
No Mortgage Loan provides for payments
that are subject to reduction by
withholding
taxes levied by any
foreign (non-United States) sovereign government; and
(xx)
None of the Mortgage
Loans is an Additional
Collateral
Loan and none of the Mortgage Loans is a Pledged
Asset Loan.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or any Custodian.
Upon
discovery by any of the Company,
the Master
Servicer,
the Trustee or the 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 (the Custodian
being so obligated
under the 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.
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 Custodial
Files to it, or the 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-I Certificates) to receive
distributions
from the proceeds
of REMIC II in respect
of such
Classes,
and all
ownership
interests
of the
Holders
of such
Classes in such
distributions, shall be as set forth in this Agreement.
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee
acknowledges
the
assignment
to it of the
Uncertificated
REMIC I Regular
Interests
and,
concurrently
therewith and in exchange
therefor,
pursuant to the written
request of the Company
executed by an
officer of the
Company,
the Trustee has
executed
and caused to be
authenticated
and
delivered to or upon the
order of the
Company,
all
Classes
of
Certificates
(other
than the
Class
R-I
Certificates)
in
authorized
denominations, which evidence the ownership in the entire REMIC II.
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
Section 2.09.
Agreement Regarding Ability to Disclose.
The
Company,
the Master
Servicer
and the
Trustee
hereby
agree,
notwithstanding
any other
express or implied
agreement to the contrary,
that any and all Persons,
and any of their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure" are
defined under Treasury Regulationss.1.6011-4(c).
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;
Deposits to Custodial
Account.
(See Section 3.07 of the Standard Terms)
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 3.11 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 Custodial Files.
(a)
Upon
becoming
aware of the
payment
in full of any
Mortgage
Loan,
or upon the
receipt by the Master
Servicer of a
notification
that payment in full will be escrowed in a manner
customary
for such
purposes,
the
Master Servicer will
immediately
notify the Trustee (if it holds the related
Custodial File) or the Custodian by
a
certification
of a Servicing
Officer
(which
certification
shall
include a statement to the effect that all
amounts
received or to be received in
connection
with such
payment
which are
required to be
deposited in the
Custodial
Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms
attached as Exhibit F to the Standard
Terms,
or, in the case of the
Custodian,
an electronic
request in a form
acceptable
to the
Custodian,
requesting
delivery
to it of the
Custodial
File.
Within two
Business
Days of
receipt of such
certification
and request,
the Trustee shall
release,
or cause the
Custodian to release,
the
related
Custodial
File to the Master
Servicer.
The Master
Servicer is authorized to execute and deliver to the
Mortgagor
the
request for
reconveyance,
deed of
reconveyance
or release or
satisfaction
of mortgage or such
instrument
releasing the lien of the Mortgage,
together
with the Mortgage
Note with,
as
appropriate,
written
evidence of
cancellation
thereon
and to cause the
removal
from the
registration
on the MERS(R)System of such
Mortgage and to execute and deliver,
on behalf of the Trustee and the
Certificateholders
or any of them, any and
all
instruments
of
satisfaction
or
cancellation
or of
partial
or full
release.
No
expenses
incurred
in
connection
with any
instrument
of
satisfaction
or deed of
reconveyance
shall be
chargeable to the Custodial
Account or the Certificate Account.
(b)
From time to time as is
appropriate
for the servicing or
foreclosure
of any Mortgage
Loan, the Master
Servicer
shall
deliver to the
Custodian,
with a copy to the
Trustee,
a
certificate
of a
Servicing
Officer
substantially
in one of the forms attached as Exhibit F to the Standard
Terms,
or, in the case of the Custodian,
an electronic
request in a form
acceptable to the Custodian,
requesting
that possession of all, or any document
constituting
part of, the Custodial
File be released to the Master
Servicer and
certifying as to the reason for
such release and that such release will not invalidate any
insurance
coverage
provided in respect of the Mortgage
Loan under any Required Insurance Policy.
Upon receipt of the foregoing,
the Trustee shall deliver,
or cause the
Custodian to deliver,
the
Custodial
File or any document
therein to the Master
Servicer.
The Master
Servicer
shall
cause each
Custodial
File or any
document
therein so released
to be
returned
to the
Trustee,
or the
Custodian as agent for the Trustee when the need therefor by the
Master
Servicer no longer exists,
unless (i) the
Mortgage Loan has been
liquidated and the Liquidation
Proceeds
relating to the Mortgage Loan have been deposited
in the Custodial
Account or (ii) the
Custodial
File or such
document has been
delivered
directly or through a
Subservicer
to an attorney,
or to a public
trustee or other public
official as required by law, for purposes of
initiating or pursuing
legal action or other
proceedings
for the
foreclosure of the Mortgaged
Property
either
judicially
or
non-judicially,
and the Master
Servicer has delivered
directly or through a
Subservicer
to the
Trustee a
certificate
of a Servicing
Officer
certifying
as to the name and address of the Person to which such
Custodial
File or such document was delivered
and the purpose or purposes of such
delivery.
In the event of the
liquidation
of a Mortgage
Loan,
the Trustee
shall
deliver the Request for Release with respect
thereto to the
Master Servicer upon deposit of the related Liquidation Proceeds in
the Custodial Account.
(c)
The
Trustee or the Master
Servicer
on the
Trustee's
behalf
shall
execute
and deliver to the Master
Servicer,
if necessary,
any court
pleadings,
requests for trustee's
sale or other
documents
necessary to the
foreclosure
or
trustee's
sale in
respect
of a
Mortgaged
Property
or to any legal
action
brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or
to obtain a deficiency
judgment,
or to enforce
any other
remedies
or rights
provided by the
Mortgage
Note or Mortgage
or
otherwise
available
at law or in
equity.
Together with such
documents or pleadings (if signed by the Trustee),
the Master
Servicer shall deliver
to the Trustee a certificate
of a Servicing
Officer
requesting
that such
pleadings or documents be executed by
the Trustee and
certifying
as to the reason such
documents or pleadings
are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance
coverage under any Required
Insurance Policy or
invalidate
or
otherwise
affect
the
lien of the
Mortgage,
except
for
the
termination
of such a lien
upon
completion of the foreclosure or trustee's sale.
Section 3.16
Servicing and Other Compensation;
Compensating Interest.
(See Section 3.16 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 and Servicing
Assessment.
(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 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.01
Certificate Account.
(See Section 4.01 of the Standard Terms).
Section
4.02
Distributions.
(a)
On each
Distribution
Date the Master Servicer on behalf of the Trustee (or the Paying
Agent appointed by
the
Trustee)
shall
distribute
to the
Master
Servicer,
in the
case of a
distribution
pursuant
to
Section
4.02(a)(iii)
below,
and to each
Certificateholder
of record on the next
preceding
Record
Date (other than as
provided
in Section
9.01
respecting
the final
distribution)
either in
immediately
available
funds (by wire
transfer or
otherwise)
to the account of such
Certificateholder
at a bank or other
entity
having
appropriate
facilities
therefor,
if such
Certificateholder
has so notified the Master
Servicer or the Paying Agent, as the
case may be, or, if such
Certificateholder
has not so notified
the Master
Servicer
or the Paying
Agent by the
Record Date, by check mailed to such
Certificateholder
at the address of such Holder appearing in the Certificate
Register such
Certificateholder's
share (which share (A) with respect to each Class of
Certificates
(other than
any
Subclass
of the
Class
A-V
Certificates),
shall be
based on the
aggregate
of the
Percentage
Interests
represented
by
Certificates
of the
applicable
Class held by such Holder or (B) with respect to any Subclass of
the Class A-V
Certificates,
shall be equal to the
amount (if any)
distributed
pursuant
to Section
4.02(a)(i)
below to each Holder of a Subclass thereof) of the following
amounts,
in the following order of priority (subject
to the
provisions
of Section
4.02(b),
(c) and (e) below),
in each case to the extent of the related
Available
Distribution Amount remaining:
(i)
(X)
from the Available
Distribution
Amount
related to Loan Group I, to the holders of the
Group I Senior
Certificates
(other than,
on or prior to the
Accretion
Termination
Date,
the Accrual
Certificates
to the extent of the Accrual
Distribution
Amount),
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);
(Y)
from
the
Available
Distribution
Amount
related
to Loan
Group II , to the
holders
of
the
Group
II
Senior
Certificates,
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); and
(Z)
from the Available
Distribution Amount derived from the related Loan Group, on
a parity with the distributions in Sections 4.02(a)(i)(X) and
4.02(a)(i)(Y),
as applicable,
to the Class
A-V Certificates (or Subclasses,
if any) in proportion to the respective
amounts of Accrued
Certificate
Interest
thereon
derived
from
each
Loan
Group,
Accrued
Certificate
Interest
on
the
Class
A-V
Certificates (or Subclasses,
if any) with respect to such
Distribution Date and derived from the related
Loan
Group,
plus
any
Accrued
Certificate
Interest
thereon
remaining
unpaid
from
any
previous
Distribution
Date with
respect to such Loan
Group
except as
provided
in the last
paragraph
of this
Section 4.02(a);
(ii)
(X)
to
the
Class
A-P
Certificates,
from
the
Available
Distribution
Amount
for
the
respective
Loan
Groups,
the sum of Class
A-P
Principal
Distribution
Amounts
for both
Loan
Groups
(applied to reduce the Certificate Principal Balance of the Class
A-P Certificates);
(Y)
to the Class I-A-1 Certificates, the Accrual Distribution Amount;
and
(Z)
to the Senior
Certificates
(other than the Class
I-A-7,
Class A-P and Class
A-V Certificates) of each Certificate Group, from the Available
Distribution
Amount for the related Loan
Group in the priorities
and amounts set forth in Section
4.02(b),
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 and Loan
Group, as
applicable, 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 (other than the
related
Discount
Fraction of the
principal
portion of such payment with respect to a
Discount
Mortgage
Loan,
if any),
whether or not
received on or prior to the related
Determination
Date,
minus the principal
portion of any Debt Service
Reduction (other
than the
related
Discount
Fraction
of the
principal
portion
of such Debt
Service
Reductions
with
respect to each
Discount
Mortgage
Loan) which
together
with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2)
the Stated
Principal
Balance of any Mortgage Loan 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
in such
Loan
Group
pursuant to Section
2.03 or 2.04 during the
preceding
calendar
month (other than the
related
Discount
Fraction of such Stated
Principal
Balance or shortfall with respect
to each Discount Mortgage Loan, if any); and
(3)
the
principal
portion
of all other
unscheduled
collections
(other
than Principal
Prepayments in Full and
Curtailments and amounts received in connection
with a Cash
Liquidation
or REO
Disposition
of a Mortgage
Loan
described in Section
4.02(a)(ii)(Z)(B)
of this Series
Supplement,
including without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and REO
Proceeds)
with
respect to the related
Loan
Group,
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
(other
than the
related
Discount
Fraction of the
principal
portion of such
unscheduled
collections,
with
respect to
each Discount Mortgage Loan, if any, in the related Loan Group);
(B)
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) of the Standard Terms) and
did not result in any Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses
or
Extraordinary
Losses,
an
amount
equal to the
lesser
of (a) the
related
Senior
Percentage for such
Distribution
Date times the Stated Principal
Balance of such Mortgage Loan
(other than the related
Discount
Fraction of such Stated
Principal
Balance,
with
respect to
each Discount Mortgage Loan) and (b) the 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
Mortgage
Loan
pursuant to Section 3.14 of
the Standard
Terms (in each case other than the portion of such
unscheduled
collections,
with
respect to a Discount
Mortgage
Loan,
included
in clause
(C) of the
definition
of Class A-P
Principal Distribution Amount);
(C)
the related Senior
Accelerated
Distribution
Percentage for such Distribution
Date times the
aggregate of all Principal
Prepayments
in Full with respect to the related Loan
Group
received in the related
Prepayment
Period and
Curtailments
with respect to the related
Loan Group
received in the preceding
calendar month (other than the related
Discount
Fraction
of such Principal
Prepayments in Full and
Curtailments,
with respect to each Discount Mortgage
Loan in the related Loan Group);
(D)
any portion of the Excess
Subordinate
Principal Amount for such
Distribution
Date allocated with respect to such Loan Group;
(E)
amounts allocated to the related Certificate Group, as applicable,
pursuant to
Section 4.02(j); and
(F)
any amounts described in subsection
(ii)(Y),
clauses (A), (B) and (C) of this
Section
4.02(a),
as determined for any previous
Distribution
Date,
which remain unpaid after
application
of amounts
previously
distributed
pursuant
to this clause (F) to the extent that
such
amounts
are
not
attributable
to
Realized
Losses
which
have
been
allocated
to the
Subordinate Certificates; minus
(G)
the related
Capitalization
Reimbursement
Amount for such Distribution
Date,
other than the related
Discount
Fraction of any portion of that amount related to each Discount
Mortgage
Loan,
if any, in the related Loan Group,
multiplied
by a fraction,
the numerator of
which is the Senior
Principal
Distribution
Amount,
without
giving effect to this clause (G),
and the
denominator
of which is the sum of the principal
distribution
amounts for all Classes
of
related
Certificates
other
than the Class A-P
Certificates,
payable
from the
Available
Distribution
Amount for the related Loan Group without
giving effect to any
reductions for the
Capitalization Reimbursement Amount;
(iii)
if the Certificate
Principal Balances of the Subordinate
Certificates
relating to a Loan Group have not
been reduced to zero, to the Master
Servicer or a Subservicer,
by remitting for deposit to the Custodial
Account,
to the extent of and in reimbursement for any Advances or
Subservicer
Advances
previously made
with respect to any related
Mortgage Loan or REO Property which remain
unreimbursed
in whole or in part
following the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property,
minus any such
Advances that were made with respect to delinquencies
that ultimately
constituted
Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv)
to the
Holders
of the
Class
M-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(v)
to the
Holders
of the
Class
M-1
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date, minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(vii),
(ix), (xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are insufficient
therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi)
to the
Holders
of the
Class
M-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(vii)
to the
Holders
of the
Class
M-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date, minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)
(ix),
(xi),
(xiii),
(xiv) and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii)
to the
Holders
of the
Class
M-3
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(ix)
to the
Holders
of the
Class
M-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) are insufficient
therefor,
applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x)
to the
Holders
of the
Class
B-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xi)
to the
Holders
of the
Class
B-1
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xiii),
(xiv)
and (xv)
are
insufficient
therefor,
applied
in
reduction
of the
Certificate
Principal Balance of the Class B-1 Certificates;
(xii)
to the
Holders
of the
Class
B-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xiii)
to the
Holders
of the
Class
B-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xiv)
and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate
Principal
Balance of the Class B-2 Certificates;
(xiv)
to the Holders of the Class B-3
Certificates,
an amount
equal to (x) the Accrued
Certificate
Interest
thereon for such Distribution
Date, plus any Accrued
Certificate
Interest thereon remaining unpaid from
any
previous
Distribution
Date,
except
as
provided
below,
minus
(y) the
amount
of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all
previous
Distribution
Dates,
to
the
extent
the
amounts
available
pursuant
to
clause
(x)
of
Section
4.02(a)(xv)
are
insufficient therefor;
(xv)
to the
Holders
of the
Class
B-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for
all previous
Distribution
Dates applied in reduction of the Certificate
Principal
Balance of the Class
B-3 Certificates;
(xvi)
to the
Senior
Certificates,
on a pro
rata
basis
in
accordance
with
their
respective
outstanding
Certificate
Principal
Balances,
the
portion,
if any, of the
Available
Distribution
Amounts for the
related
Loan Group
remaining
after the
foregoing
distributions,
applied
to reduce
the
Certificate
Principal
Balances
of
such
Senior
Certificates,
but in no
event
more
than
the
aggregate
of the
outstanding Certificate Principal Balances of each such Class of
Senior Certificates,
and thereafter,
to
each
Class of
related
Subordinate
Certificates
then
outstanding
beginning
with such Class with the
Highest Priority,
any portion of the related Available
Distribution
Amounts remaining after the related
Senior
Certificates have been retired,
applied to reduce the Certificate
Principal Balance of each such
Class
of
related
Subordinate
Certificates,
but in no event
more
than
the
outstanding
Certificate
Principal Balance of each such Class of Subordinate Certificates;
and
(xvii)
to the Class R-II Certificates,
the balance, if any, of the Available
Distribution
Amounts for all Loan
Groups.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer
outstanding,
the related Senior
Certificates,
Accrued
Certificate
Interest thereon
remaining
unpaid
from
any
previous
Distribution
Date
will be
distributable
only to the
extent
that (1) a
shortfall in the amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from
an interest rate reduction in connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable
to interest
shortfalls
relating
to the
failure of the Master
Servicer to make any
required
Advance,
or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable
Advance with respect to the related
Mortgage
Loan where such Mortgage Loan has not yet been the subject of a
Cash
Liquidation or REO Disposition or the related
Liquidation
Proceeds,
Insurance Proceeds and REO Proceeds have not
yet been distributed to the Certificateholders.
(b)
Distributions of principal on the Senior Certificates on each
Distribution Date will be made as follows:
(i)
the Class A-P
Principal
Distribution
Amount for each Loan Group shall be
distributed
to the Class A-P
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(ii)
an amount equal to the Accrual
Distribution
Amount shall be distributed to the Class I-A-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero;
(iii)
an amount
equal to the Senior
Principal
Distribution
Amount for Loan Group I shall be
distributed
as
follows:
(A)
first,
to the Class R-I
Certificates,
until the
Certificate
Principal
Balance
thereof has been
reduced to zero
(B)
second,
the balance of the Senior Principal
Distribution
Amount remaining after the distributions,
if any,
described in clause
(b)(iii)(A)
above shall be
distributed
in the
following
manner and
priority:
(a)
first, to the Class I-A-4
Certificates
and Class I-A-6
Certificates,
on a pro rata basis in accordance
with
their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal
Balances
thereof have been reduced to zero, in an amount equal to the
Lockout
Percentage of
the Class I-A-4
Certificates
and Class
I-A-6
Certificates'
pro rata share
(based on the
aggregate
Certificate
Principal
Balance thereof relative to the aggregate Stated Principal
Balance of the
Mortgage
Loans in Loan Group I (other
than the
Discount
Fractions
of the
Discount
Mortgage Loans in Loan Group I)) of the aggregate of the
collections
described in
clauses
(A),
(B),
(C),
(D) and (E) (net of
amounts
set forth in clause
(F)) of Section
4.02(a)(ii)(Z)
with respect to Loan Group I, without
application
of the Senior
Percentage
or the Senior
Accelerated
Distribution
Percentage
with respect to Loan Group I; provided,
however,
that if the
aggregate of the amounts set forth in clauses (A),
(B),
(C), (D) and
(E) (net of amounts set forth in clause (F)) of Section
4.02(a)(ii)(Z)
with respect to Loan
Group I is more than the balance of the Available
Distribution
Amount
remaining
after the
Senior
Interest
Distribution
Amount and the Class A-P Principal
Distribution
Amount with
respect
to
Loan
Group
I have
been
