EXECUTION COPY
===================================================================================================================
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF MARCH 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2007-QS5
===================================================================================================================
i
Article I
DEFINITIONS.....................................................................................4
Section 1.01.
Definitions.
........................................................................4
Section 1.02.
Use of Words and
Phrases............................................................19
Section 1.03.
Determination of
LIBOR..............................................................20
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................................22
Section 2.01.
Conveyance of Mortgage
Loans........................................................22
Section 2.02.
Acceptance by
Trustee...............................................................22
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company....22
Section 2.04.
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms).25
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing
Interests in REMIC I
Certificates...................................................25
Section 2.06.
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the Trustee...25
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC
II............................26
Section 2.08.
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms)..........26
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................................................23
Section 3.01
Master Servicer to Act as Servicer. (See Section 3.01 of the
Standard Terms) .........27
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers' Obligations. (See Section 3.02 of the
Standard Terms) ...27
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard Terms)
.................... 27
Section 3.04
Liability of the Master Servicer. (See Section 3.04 of the Standard
Terms) ...........27
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)
.......................................... 27
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of
the Standard Terms)
................................................................27
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account ..........27
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms) .29
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans.(See
Section 3.08 of the Standard Terms)
................................................29
Section
3.10.
Permitted Withdrawals from the Custodial
Account....................(See Section 3.10
of the Standard Terms)
.............................................................29
Section
3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder. (See Section
3.11 of the Standard Terms)
....................................................... 29
Section
3.12.
Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. (See Section
3.12 of the Standard Terms)
....................................................... 29
Section
3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments. (See Section 3.13 of the Standard
Terms)
.............................................................................29
Section
3.14.
Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the
Standard Terms)
29
Section
3.15.
Trustee to Cooperate; Release of Mortgage Files.
(See Section 3.15 of the Standard
Terms)
.............................................................................29
Section
3.16.
Servicing and Other Compensation; Compensating
Interest.............................29
Section
3.17.
Reports to the Trustee and the Company (See Section 3.17 of the
Standard Terms)
....................................................................30
Section
3.18.
Annual Statement as to Compliance. (See Section 3.18 of the
Standard
Terms)
.............................................................................30
Section
3.19.
Annual Independent Public Accountants' Servicing Report.(See
Section
3.19 of the Standard Terms)
........................................................30
Section
3.20.
Rights of the Company in Respect of the Master Servicer. (See
Section 3.20 of the
Standard Terms)
....................................................................30
Section
3.21.
Administration of Buydown Funds. (See Section 3.21 of the Standard
Terms)
.............................................................................30
Section
3.22
Advance Facility. (See Section 3.22 of the Standard Terms)
.........................30
Article IV
PAYMENTS TO
CERTIFICATEHOLDERS.................................................................31
Section 4.01.
Certificate Account. (See Section 4.01 of the Standard
Terms).......................31
Section 4.02.
Distributions.......................................................................31
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act
Reporting. (See Section 4.03 of the Standard
Terms).................................39
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)..................................39
Section 4.05.
Allocation of Realized
Losses.......................................................39
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06
of the Standard
Terms)..............................................................40
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07
of the
Standard
Terms).....................................................................40
Section 4.08.
Surety Bond. (See Section 4.08 of the Standard
Terms)...............................40
Section 4.09
Yield Maintenance Reserve Funds
......................................................40
Section 4.10
Class P Reserve Account
..............................................................42
Article V
THE
CERTIFICATES...............................................................................34
Section 5.01 The Certificates. (See Section 5.01 of the Standard
Terms) ............................. 44
Section 5.02 Registration of Transfer and Exchange of
Certificates................................... 44
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates (See Section
5.031 of the Standard
Terms).............................................................................
47
Section 5.04.
Persons Deemed Owners
(See Section 5.04 of the Standard Terms).....................47
Section 5.05.
Appointment of Paying Agent
(See Section 5.05 of the Standard Terms). .............47
Section 5.06.
U.S.A. Patriot Act Compliance
(See Section 5.06 of the Standard Terms)............ 47
Article VI
THE COMPANY AND THE MASTER
SERVICER............................................................48
Article VII
DEFAULT........................................................................................49
ARTICLE VIII
CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE.................................50
Section 8.01.
Duties of the Trustee and Supplemental Interest Trust
Trustee.......................50
Section 8.02.
Certain Matters Affecting the Trustee and Supplemental Interest
Trust Trustee.......52
Section 8.03.
Trustee and Supplemental Interest Trust Trustee Not Liable for
Certificates or
Mortgage
Loans......................................................................53
Section 8.04.
Trustee and Supplemental Interest Trust Trustee May Own
Certificates................54
Section 8.05.
Master Servicer to Pay Trustee's and Supplemental Interest Trust
Trustee's Fees and
Expenses;
Indemnification...........................................................54
Section 8.06.
Eligibility Requirements for
Trustee................................................55
Section 8.07.
Resignation and Removal of the Trustee and Supplemental Interest
Trust Trustee......55
Section 8.08.
Successor Trustee and Successor Supplemental Interest Trust Trustee
................57
Section 8.09.
Merger or Consolidation of Trustee
.................................................57
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee.......................................58
Section 8.11.
Appointment of
Custodians...........................................................58
Section 8.12.
Appointment of Office or
Agency.....................................................58
Article IX
TERMINATION....................................................................................59
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 ..............59
Article X
REMIC
PROVISIONS...............................................................................60
Section 10.01.
REMIC Administration.
(See Section 10.01 of the Standard Terms)....................60
Section 10.02.
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02
of the Standard Terms).
............................................................60
Section 10.03.
Designation of
REMICs...............................................................60
Section 10.04.
Distributions on the Uncertificated REMIC I Regular Interests and
the Uncertificated
REMIC II Regular Interests
Z........................................................60
Section 10.05.
Compliance with Withholding
Requirements............................................62
Article XI
MISCELLANEOUS
PROVISIONS.......................................................................63
Section 11.01.
Amendment.
(See Section 11.01 of the Standard
Terms)...............................63
Section 11.02.
Recordation of Agreement;
Counterparts. (See Section 11.02 of the Standard Terms)..63
Section 11.03.
Limitation on Rights of Certificateholders. (See Section 11.03 of
the Standard
Terms)..............................................................................63
Section 11.04.
Governing Law. (See Section 11.04 of the Standard
Terms)............................63
Section 11.05.
Notices.............................................................................63
Section 11.06.
Required Notices to Rating Agency and Subservicer.
(See
Section 11.06 of the Standard
Terms)................................................64
Section 11.07.
Severability of Provisions. (See Section 11.07 of the Standard
Terms).........64
Section 11.08.
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard
Terms)...........................................64
Section 11.09.
Allocation of Voting
Rights.........................................................64
Section 11.10.
No
Petition.........................................................................64
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Schedule of Discount Fractions
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of December 1, 2006
Exhibit Five:
Form of Rule 144A Global Class P Certificate
This is a Series Supplement,
dated as of March 1, 2007 (the "Series
Supplement"),
to the Standard Terms
of Pooling
and
Servicing
Agreement,
dated as of
December
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
COMPANY,
LLC, as master
servicer
(together with its permitted
successors and
assigns,
the
"Master
Servicer"),
and
DEUTSCHE
BANK TRUST
COMPANY
AMERICAS
in its
capacity
as trustee and
supplemental
interest
trust trustee
(together with its permitted
successors and assigns,
the "Trustee" and the
"Supplemental Interest Trust 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
REMIC I, 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
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
FITCH/MOODY'S/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P
DENOMINATIONS(2)
Class A-1
5.50%
$73,592,000.00
Senior/Super Senior/Fixed Rate
March
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-2
Adjustable
$100,000,000.00
Senior/Floater/Adjustable Rate
March
AAA/Aaa/AAA
$25,000.00
Rate(3)
25, 2037
Class A-3
6.00%
$5,263,000.00
Senior/Fixed Rate
March
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-4
5.75%
$49,574,000.00
Senior/Super
March
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
25, 2037
Class A-5
Adjustable
$100,132,000.00
Senior/Floater/Adjustable Rate
March
AAA/Aaa/AAA
$25,000.00
Rate(3)
25, 2037
Class A-6
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
March
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/ Adjustable Rate
25, 2037
Class A-7
0.00%
$1,667,000.00
Senior/Principal Only
March
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-8
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
March
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/ Adjustable Rate
25, 2037
Class A-9
Adjustable
$23,006,000.00
Senior/Super
March
AAA/Aaa/AAA
$25,000.00
Rate(3)
Senior/Floater/Adjustable Rate
25, 2037
Class A-10
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
March
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/ Adjustable Rate
25, 2037
Class A-11
Adjustable
$36,796,000.00
Senior/Floater/Adjustable Rate
March
AAA/Aaa/AAA
$25,000.00
Rate(3)
25, 2037
Class A-12
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
March
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/ Adjustable Rate
25, 2037
Class A-13
5.75%
$10,498,000.00
Senior/Senior
March
AAA/Aa1/AAA
$25,000.00
Support/Lockout/Fixed Rate
25, 2037
Class A-14
6.00%
$0.00(5)
Senior/Interest Only/Fixed Rate
March
AAA/Aaa/AAA
$2,000,000.00
25, 2037
Class A-P
0.00%
$3,184,813.57
Senior/Principal Only
March
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-V
Variable
$0.00(7)
Senior/Interest Only/Variable
March
AAA/Aaa/AAA
$2,000,000.00
Rate(6)
Rate
25, 2037
Class R-I
6.25%
$50.00
Senior/Residual/Fixed Rate
March
AAA/Aaa/AAA
(8)
25, 2037
Class R-II
6.25%
$50.00
Senior/Residual/Fixed Rate
March
AAA/Aaa/AAA
(8)
25, 2037
Class P(9)
0.00%
$100.00
Senior/Prepayment Charge
March
AAA/Aaa/AAA
$100.00
25, 2037
Class M-1
6.25%
$14,712,700.00
Mezzanine/Fixed Rate
March
AA/NA/NA
$25,000.00
25, 2037
Class M-2
6.25%
$4,543,400.00
Mezzanine/Fixed Rate
March
A/NA/NA
$250,000.00
25, 2037
Class M-3
6.25%
$3,678,000.00
Mezzanine/Fixed Rate
March
BBB/NA/NA
$250,000.00
25, 2037
Class B-1
6.25%
$2,379,900.00
Subordinate/Fixed Rate
March
BB/NA/NA
$250,000.00
25, 2037
Class B-2
6.25%
$1,947,200.00
Subordinate/Fixed Rate
March
B/NA/NA
$250,000.00
25, 2037
Class B-3
6.25%
$1,730,855.90
Subordinate/Fixed Rate
March
NA/NA/NA
$250,000.00
25, 2037
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of
$432,705,069.47.
_____________
(1)
The
Certificates,
other
than
the
Class
B
Certificates
and
Class
R
Certificates,
shall be Book-Entry
Certificates.
The Class B Certificates
and the Class R Certificates
shall be delivered to the holders
thereof in
physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess
thereof,
except that one
Certificate
of any of the Class B-1,
Class B-2 and Class B-3
Certificates
that 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)
Adjustable
Rates:
Initial
Formula
Maximum
Minimum
Class A-2
5.84%
LIBOR + 0.52%
Subject to the available funds
0.52%
cap
Class A-5
5.62%
LIBOR + 0.30%
7.00%
0.30%
Class A-6
0.26%
5.58% - LIBOR
5.58%
0.00%
Class A-8
1.38%
6.70% - LIBOR
6.70%
0.00%
Class A-9
5.87%
LIBOR + 0.55%
Subject to the
0.55%
available funds cap
Class A-10
0.13%
5.45% - LIBOR
5.45%
0.00%
Class A-11
5.57%
LIBOR + 0.25%
7.00%
0.25%
Class A-12
1.43%
6.75% - LIBOR
6.75%
0.00%
(4)The Class A-6, Class A-8, Class 10 and Class A-12
Certificates do not have a
Certificate
Principal
Balance.
For the purpose of
calculating
interest
payments,
(i)
interest
on the Class A-6
Certificates
will
accrue on a
notional amount equal to the Certificate Principal Balance of the
Class A-2
Certificates
immediately prior to the related
Distribution Date, which is
initially equal to approximately
$100,000,000,
(ii) interest on the Class
A-8 Certificates
will accrue on a notional amount equal to the Certificate
Principal
Balance of the Class A-5 Certificates
immediately
prior to the
related
Distribution
Date,
which is
initially
equal
to
approximately
$100,132,000,
(iii) interest on the Class A-10 Certificates will accrue on
a notional amount equal to the Certificate
Principal
Balance of the Class
A-9 Certificates
immediately prior to the related Distribution Date, which
is initially equal to approximately
$23,006,000,
and (iv) interest on the
Class
A-12
Certificates
will
accrue on a notional
amount
equal to the
Certificate
Principal Balance of the Class A-11
Certificates
immediately
prior
to the
related
Distribution
Date,
which
is
initially
equal to
approximately $36,796,000.
(5)
The Class A-14
Certificates do not have a Certificate
Principal
Balance.
For the purpose of
calculating
interest
payments,
interest on the Class
A-14
Certificates
will accrue on a notional
amount equal to
(0.25/6.00)
multiplied by the aggregate
Certificate Principal Balance of the Class A-4
Certificates and Class A-13
Certificates
immediately prior to the related
Distribution Date, which is initially equal to approximately
$2,503,000.
(6) The initial Pass-Through Rate on the Class A-V Certificates is
0.2789%.
(7)
The Class A-V Certificates do not have a principal balance. For the
purpose
of calculating
interest
payments,
interest on the Class A-V Certificates
will accrue on a notional
amount equal to the aggregate
stated
principal
balance of the mortgage loans, which is initially equal to
$432,705,069.47.
(8)
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 Sections
10.01(c)
and (e) in a minimum denomination representing a Percentage
Interest of not
less than 0.01%.
9
The Class P Certificates will not represent ownership of an
interest in any
REMIC.
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.
Adjustable
Rate
Certificates:
Any of the Class A-2,
Class A-5,
Class A-6, Class A-8, Class A-9, Class
A-10, Class A-11 or Class A-12 Certificates.
Available
Distribution
Amount:
As to any
Distribution
Date, an amount equal to (a) the sum of (i) the
amount
relating
to the
Mortgage
Loans on deposit in the
Custodial
Account as of the close of
business on the
immediately
preceding
Determination
Date,
including any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in connection with the substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of
any Advance made on the immediately
preceding
Certificate Account Deposit Date, (iii) any amount deposited in the
Certificate
Account on the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account
pursuant to Section 4.07 or Section 9.01, (v) any
amount that the Master
Servicer
is not
permitted
to
withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant
to Section
3.16(e),
(vi) any amount
received
by the
Trustee
pursuant to the Surety Bond in
respect of such
Distribution
Date and (vii) the proceeds of any Pledged Assets
received by the Master
Servicer,
reduced by (b) the sum as of the close of
business
on the
immediately
preceding
Determination
Date of (w) any
payments or
collections
consisting of
Prepayment
Charges on the Mortgage
Loans that were
received
during the
related Prepayment Period, (x) aggregate
Foreclosure
Profits,
(y) the Amount Held for Future
Distribution,
and
(z)
amounts
permitted
to be
withdrawn
by the
Master
Servicer
from the
Custodial
Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section
3.10(a).
Available Funds Cap: With respect to any Distribution
Date on or before the
Distribution
Date in August
2013 and the
Class
A-2
Certificates,
6.10%
per annum
plus the
Yield
Maintenance
Payment
for the Class A-2
Certificates
and amounts
available from the Yield
Maintenance
Reserve Fund for the Class A-2
Certificates,
if
any, for such
Distribution
Date,
expressed
as a per annum rate.
With
respect to any
Distribution
Date after
August 2013 and the Class A-2
Certificates,
6.10% per annum.
With respect to any Distribution
Date on or before
the Distribution
Date in August 2011 and the Class A-9
Certificates,
6.00% per annum plus the Yield
Maintenance
Payment for the Class A-9
Certificates
and amounts
available
from the Yield
Maintenance
Reserve
Fund for the
Class A-9
Certificates,
if any, for such
Distribution
Date,
expressed as a per annum rate. With respect to any
Distribution Date after August 2011 and the Class A-9 Certificates,
6.00% per annum.
Bankruptcy
Amount:
As of any date of determination
prior to the first
anniversary of the Cut-off Date,
an amount
equal to the
excess,
if any,
of (A)
$160,089
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.
Certificate:
Any Class A, Class P, Class M, Class B, or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard Terms,
which shall be entitled
"Deutsche Bank Trust Company
Americas,
as trustee,
in trust for
the registered
holders of Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2007-QS5" and which must be an Eligible Account.
Certificate Policy:
None.
Class A
Certificate:
Any one of the Class A-1,
Class A-2,
Class A-3,
Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,
Class A-12,
Class A-13,
Class A-14, Class A-V or Class
A-P
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A.
Class A-2 Yield Maintenance
Agreement:
The agreement,
dated as of the Closing Date, between the Trustee
and the
Yield
Maintenance
Agreements
Provider,
relating
to the Class A-2
Certificates,
or any
replacement,
substitute, collateral or other arrangement in lieu thereto.
Class A-2 Yield
Maintenance
Reserve
Fund:
The
reserve
fund
created for the benefit of the Class A-2
Certificates pursuant to Section 4.09.
Class A-9 Yield Maintenance
Agreement:
The agreement,
dated as of the Closing Date, between the Trustee
and the
Yield
Maintenance
Agreements
Provider,
relating
to the Class A-9
Certificates,
or any
replacement,
substitute, collateral or other arrangement in lieu thereto.
Class
A-9 Yield
Maintenance
Reserve
Fund:
The
reserve
fund
created
for the
benefit
of Class A-9
Certificates pursuant to Section 4.09.
Class P Certificate:
Any one of the Class P
Certificates
executed by the Trustee and
authenticated
by
the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit Five and evidencing a percentage
interest in any Prepayment Charges.
Class P Reserve
Account:
The account
established
and
maintained
by the
Trustee
pursuant to Section
4.10 hereof.
Class R Certificate:
Any one of the Class R-I Certificates or 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:
March 29, 2007.
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 Company, LLC Series 2007-QS5.
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:
March 1, 2007.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to such
Distribution Date.
Discount Net Mortgage Rate:
6.25% per annum.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Eligible
Funds:
On any
Distribution
Date,
the excess,
if any, of the Available
Distribution
Amount
over the sum of (i) the
aggregate
amount of Accrued
Certificate
Interest on the Senior
Certificates,
(ii) the
Senior Principal
Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D)
hereof),
(iii) the
Class A-P Principal
Distribution
Amount
(determined
without regard to clause (E) of the definition of Class A-P
Principal
Distribution
Amount)
and (iv) the
aggregate
amount of Accrued
Certificate
Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Floater Certificates:
Any one of the Class A-2, Class A-5, Class A-9 or Class A-11
Certificates.
Fraud Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X)
prior to the
first
anniversary
of the
Cut-off
Date an
amount
equal to
3.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up to such date of determination,
(Y) from the first to, but not including,
the
second
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the
most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding
principal
balance of all
of the
Mortgage
Loans as of the most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of
Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05
since the most recent
anniversary
of the Cut-off Date up to such date of
determination,
and (Z) from the second
to, but not
including,
the fifth
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the
Fraud
Loss
Amount
as of the
most
recent
anniversary
of the
Cut-off
Date
and (b)
1.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date
minus (2) the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of Certificates
in
accordance
with
Section
4.05
since
the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Initial Monthly Payment Fund:
$71,552.05,
representing
scheduled principal amortization and interest at
the Net Mortgage
Rate payable
during the April 2007 Due Period,
for those
Mortgage
Loans for which the Trustee
will not be entitled to receive such payment.
Initial
Notional
Amount:
The initial
Notional Amount of the Class A-6, Class A-8, Class A-10 and Class
A-12
Certificates is approximately
$100,000,000,
$100,132,000,
$23,006,000 and $36,796,000,
respectively.
The
initial
Notional Amount of the Class A-14
Certificates
is
approximately
$2,503,000.
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:
3.40%
Class B-1:
0.55%
Class M-2:
1.05%
Class B-2:
0.45%
Class M-3:
0.85%
Class B-3:
0.40%
Interest
Accrual
Period:
With
respect to any Class of
Certificates
(other than the
Adjustable
Rate
Certificates)
and any Distribution
Date, the calendar month preceding the month in which such
Distribution
Date
occurs.
With respect to the Adjustable Rate
Certificates and any
Distribution
Date, the period beginning on the
25th day of the month
preceding
the month in which such
Distribution
Date
occurs and ending on the 24th day of
the month in which such Distribution Date occurs.
Interest Only
Certificates:
Any one of the Class A-6, Class A-8, Class A-10,
Class A-12,
Class A-14 or
Class A-V Certificates.
The Interest Only Certificates will have no Certificate Principal
Balance.
Inverse
Floater
Certificates:
Any
one
of
the
Class
A-6,
Class
A-8,
Class
A-10
or
Class
A-12
Certificates.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.03.
Lockout
Amount:
With
respect
to any
Distribution
Date,
an amount
equal to the
product
of (A) the
Lockout
Percentage
for
that
Distribution
Date,
(B) a
fraction,
the
numerator
of
which
is the
aggregate
Certificate
Principal
Balance of the Class A-4
Certificates and Class A-13
Certificates
for that
Distribution
Date and the
denominator
of which is the aggregate
Certificate
Principal
Balance of the Class A-1,
Class A-2,
Class A-3,
Class A-4, Class A-7, Class A-9, Class A-11 and Class A-13
Certificates
for that
Distribution
Date,
(C) the Senior
Principal
Distribution
Amount reduced by any amounts
distributed on the Class R Certificates and
the Class P Certificates, and (D) 75.00%.
Lockout Certificates:
Any one of the Class A-4 Certificates or Class A-13 Certificates.
Lockout
Percentage:
For any Distribution
Date occurring prior to the
Distribution
Date in April 2012,
0%. For any Distribution
Date
thereafter,
as follows:
30% for any Distribution
Date on or after April 2012 and
prior to April 2013;
40% for any
Distribution
Date on or after
April 2013 and prior to April 2014;
60% for any
distribution
Date on or after April 2014 and prior to April 2015; 80% for any
Distribution
Date on or after April
2015 and prior to April 2016; and 100% for any Distribution Date
thereafter.
Maturity
Date:
March 25,
2037,
the
Distribution
Date
immediately
following
the
latest
scheduled
maturity date of any Mortgage Loan.
Mortgage
Loan
Schedule:
The list or lists of the
Mortgage
Loans
attached
hereto as Exhibit
One (as
amended from time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the
Servicing Fee accrues
("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage Loan is secured by
a second or vacation residence; and
(xii)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Notional Amount:
As of any Distribution
Date, (i) with respect to the Class A-6 Certificates,
an amount
equal the Certificate
Principal Balance of the Class A-2 Certificates
immediately
prior to such date;
provided,
however,
for
federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to
the
Class
A-6
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest Q; (ii) with
respect to the Class A-8
Certificates,
an amount equal to
the
aggregate
Certificate
Principal
Balance
of the
Class A-5
Certificates
immediately
prior to such
date;
provided,
however,
for federal income tax purposes,
as of any
Distribution
Date, with respect to the Class A-8
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest T; (iii) with
respect to the A-10
Certificates,
an amount equal to the
Certificate
Principal
Balance of the Class A-9 Certificates
immediately prior to such date;
provided,
however,
for federal income tax purposes,
as of any
Distribution
Date, with respect to the Class A-10
Certificates,
the
equivalent of the foregoing,
expressed as the Uncertificated
Principal Balance of Uncertificated
REMIC I Regular
Interest V; (iv) with respect to the A-12
Certificates,
an amount equal to the Certificate
Principal
Balance of
the Class A-11 Certificates
immediately prior to such date;
provided,
however,
for federal income tax purposes,
as of any
Distribution
Date,
with
respect to the Class A-12
Certificates,
the
equivalent
of the
foregoing,
expressed
as the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest W and (v) with
respect
to the A-14
Certificates,
an
amount
equal
to
(0.25/6.00)
multiplied
by the
aggregate
Certificate
Principal
Balance
of the Class A-4
Certificates
and Class
A-13
Certificates
immediately
prior to such date;
provided,
however,
for federal income tax purposes,
as of any Distribution
Date, with respect to the Class A-14
Certificates,
the
equivalent
of the
foregoing,
expressed
as
(0.25/6.00)
multiplied
by
the
Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interest R.
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 II Regular Interests Z represented by such Class or Subclass
immediately prior to such date.
Pass-Through
Rate: With respect to the Senior
Certificates
(other than the Adjustable
Rate, Class A-V,
Class A-P and Class P Certificates),
Class M Certificates and Class B Certificates and any Distribution
Date, the
per annum rates set forth in the Preliminary Statement hereto.
The pass-through rates on the Adjustable Rate Certificates are
calculated as follows:
(1) The
pass-through
rate on the Class A-2
Certificates
with respect to the initial
Interest
Accrual
Period is 5.84% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
LIBOR plus
0.52%,
with a maximum
rate of the
Available
Funds Cap and a minimum
rate of 0.52% per
annum.
For
federal
income tax purposes,
the
Pass-Through
Rate
described
above will be subject to a maximum rate equal to
6.10%.
(2) The
pass-through
rate on the Class A-5
Certificates
with respect to the initial
Interest
Accrual
Period is 5.62% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
LIBOR plus 0.30%, with a maximum rate of 7.00% and a minimum rate
of 0.30% per annum.
(3) The
pass-through
rate on the Class A-6
Certificates
with respect to the initial
Interest
Accrual
Period is 0.26% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
5.58% minus LIBOR, with a maximum rate of 5.58% per annum and a
minimum rate of 0.00% per annum.
(4) The
pass-through
rate on the Class A-8
Certificates
with respect to the initial
Interest
Accrual
Period is 1.38% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
6.70% minus LIBOR, with a maximum rate of 6.70% per annum and a
minimum rate of 0.00% per annum.
(5) The
pass-through
rate on the Class A-9
Certificates
with respect to the initial
Interest
Accrual
Period is 5.87% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
LIBOR plus
0.55%,
with a maximum
rate of the
Available
Funds Cap and a minimum
rate of 0.55% per
annum.
For
federal
income tax purposes,
the
Pass-Through
Rate
described
above will be subject to a maximum rate equal to
6.00%.
(6) The
pass-through
rate on the Class A-10
Certificates
with respect to the initial
Interest Accrual
Period is 0.13% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
5.45% minus LIBOR, with a maximum rate of 5.45% per annum and a
minimum rate of 0.00% per annum.
(7) The
pass-through
rate on the Class A-11
Certificates
with respect to the initial
Interest Accrual
Period is 5.57% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
LIBOR plus 0.25%, with a maximum rate of 7.00% and a minimum rate
of 0.25% per annum.
(8) The
pass-through
rate on the Class A-12
Certificates
with respect to the initial
Interest Accrual
Period is 1.43% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to
6.75% minus LIBOR, with a maximum rate of 6.75% per annum and a
minimum rate of 0.00% per annum.
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 0.2789% 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
and the
Class P
Certificates
have no
Pass-Through
Rate and are not
entitled to Accrued Certificate Interest.
Prepayment
Charge
Loan:
Any Mortgage
Loan for which a
Prepayment
Charge may be assessed and to which
such Prepayment Charge the Class P Certificates are entitled, as
indicated on the Mortgage Loan Schedule.
Prepayment
Assumption:
The
prepayment
assumption
to be used for
determining
the accrual of original
issue discount and premium and market discount on the Certificates
for federal income tax purposes,
which assumes
a constant
prepayment rate of 8.00% per annum of the then
outstanding
principal
balance of the related Mortgage
Loans in the first month of the life of such Mortgage
Loans and an additional
approximately
1.4545455% per annum
in each month
thereafter
until the twelfth month, and beginning in the twelfth month and in
each month thereafter
during the life of the Mortgage Loans, a constant prepayment rate
of 24.0% per annum.
Prepayment
Distribution
Percentage:
With
respect
to
any
Distribution
Date
and
each
Class
of
Subordinate
Certificates,
under the applicable
circumstances
set forth below,
the respective
percentages
set
forth below:
(i)
For any Distribution
Date prior to the
Distribution
Date in April 2012 (unless the Certificate
Principal Balances of the Senior
Certificates
(other than the Class A-P Certificates) have been
reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed in clause (i) above on which any Class of
Subordinate
Certificates are outstanding:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each
other
Class of
Subordinate
Certificates
for
which the
Prepayment Distribution Triggers have not been satisfied, 0%.
Notwithstanding
the foregoing,
if the application of the foregoing
percentages on any Distribution Date
as provided in Section 4.02 of this Series Supplement
(determined
without regard to the proviso to the definition
of
"Subordinate
Principal
Distribution
Amount") would result in a
distribution
in respect of principal of any
Class or
Classes of
Subordinate
Certificates
in an amount
greater
than the
remaining
Certificate
Principal
Balance
thereof (any such class, a "Maturing
Class"),
then: (a) the Prepayment
Distribution
Percentage of each
Maturing
Class shall be reduced to a level
that,
when
applied as
described
above,
would
exactly
reduce the
Certificate
Principal
Balance of such Class to zero;
(b) the
Prepayment
Distribution
Percentage of each other
Class of Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class") shall be
recalculated in accordance
with the provisions in paragraph (ii) above,
as if the
Certificate
Principal
Balance of each Maturing Class had
been reduced to zero (such
percentage as recalculated,
the
"Recalculated
Percentage");
(c) the total amount of
the reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a)
of this
sentence,
expressed as an aggregate
percentage,
shall be allocated
among the
Non-Maturing
Classes in
proportion to their respective
Recalculated
Percentages (the portion of such aggregate
reduction so allocated to
any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of each
Non-Maturing
Class shall be equal to the sum of (1) the
Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above as if the
Certificate
Principal
Balance
of each
Maturing
Class
had not
been
reduced
to zero,
plus
(2) the
related
Adjustment Percentage.
Principal Only Certificates:
The Class A-7 Certificates and the Class A-P Certificates.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates
(other
than the
Adjustable Rate
Certificates for so long as the Adjustable Rate
Certificates
are in book-entry
form), the close
of business on the last
Business
Day of the month
preceding
the month in which the
related
Distribution
Date
occurs.
With
respect
to each
Distribution
Date
and the
Adjustable
Rate
Certificates
(so
long as they are
Book-Entry Certificates), the close of business on the Business Day
prior to such Distribution Date.
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
REMIC I: The
segregated
pool of
assets
(exclusive
of the
Supplemental
Interest
Trust and the Yield
Maintenance
Agreements and any amounts in the Yield
Maintenance
Reserve Funds which are not assets of any REMIC)
with respect to which a REMIC election is to be made, consisting
of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all payments
and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date) as shall be on
deposit in the
Custodial
Account
or in the
Certificate
Account
and
identified
as
belonging to the Trust Fund,
including the proceeds from the
liquidation of Additional
Collateral for any Additional
Collateral Loan, but not including
amounts on deposit in
the Initial Monthly Payment Fund,
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard
insurance
policies
and Primary
Insurance
Policies,
if any,
the Pledged
Assets
with
respect to each
Pledged
Asset
Mortgage
Loan,
and the
interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01
herein, and
(v)
all proceeds of clauses (i) through (iv) above.
Not
withstanding
the foregoing,
the REMIC
election with respect to REMIC I
specifically
excludes any
Prepayment Charges received on the Mortgage Loans.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The
segregated
pool of assets
(exclusive
of the
Supplemental
Interest
Trust and the Yield
Maintenance
Agreements and any amounts in the Yield
Maintenance
Reserve Funds which are not assets of any REMIC)
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
Certificate:
Any one of the Class A Certificates,
Class P or Class R
Certificates,
executed by
the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the Standard
Terms as Exhibit A (Class A) and Exhibit D (Class R) and annexed
hereto as Exhibit Five (Class P).
Senior
Interest
Distribution
Amount:
With respect to any
Distribution
Date, the aggregate
amount of
Accrued
Certificate
Interest to be distributed to the Holders of the Senior
Certificates
for that
Distribution
Date.
Senior
Percentage:
As of any
Distribution
Date,
the
lesser of 100% and a
fraction,
expressed
as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Senior
Certificates
(other than the Class A-P
Certificates)
immediately
prior to such Distribution Date and the denominator of which
is the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or related REO
Properties)
(other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior
Principal
Distribution
Amount:
With
respect to any
Distribution
Date,
the lesser of (a) the
balance of the
Available
Distribution
Amount
remaining
after the
distribution
of all amounts
required to be
distributed
therefrom
pursuant
to
Section
4.02(a)(i)
and
Section
4.02(a)(ii)(W)
(excluding
any
amount
distributable
pursuant to clause (E) of the definition of "Class A-P Principal
Distribution
Amount") and (b) the
sum of the amounts required to be distributed to the Senior
Certificateholders
on such Distribution Date pursuant
to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates:
The Class A-13 Certificates.
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $4,327,051
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 20.28%
(which
percentage is equal to the
percentage of Mortgage
Loans by
aggregate
principal
balance
initially
secured by Mortgaged
Properties
located in the State of California) and
(ii) the
aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of the
largest
Mortgage
Loan secured by a Mortgaged
Property
(or,
with
respect to a
Cooperative
Loan,
the related
Cooperative Apartment) located in the State of California.
The Special
Hazard
Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner in which
coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary
of the
Cut-off
Date,
the greater of (i) 1.0% and
(ii) the largest
percentage
obtained by dividing the aggregate
outstanding
principal balance (as of immediately
preceding
Distribution
Date)
of the
Mortgage
Loans
secured
by
Mortgaged
Properties
located
in a
single,
five-digit
zip code area in the State of
California
by the
outstanding
principal
balance of all the
Mortgage
Loans as of the immediately preceding Distribution Date.
Subordinate
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date and each Class of
Subordinate
Certificates,
(a) the sum of (i) the product of (x) the related Subordinate Class
Percentage for such
Class and (y) the aggregate of the amounts
calculated
(without
giving effect to the related Senior
Percentages)
for such
Distribution
Date under
clauses
(1), (2) and (3) of Section
4.02(a)(ii)(Y)(A);
(ii) such Class's pro
rata
share,
based
on
the
Certificate
Principal
Balance
of
each
Class
of
Subordinate
Certificates
then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b)
(without giving effect to the
Senior
Accelerated
Distribution
Percentage) to the extent such collections are not otherwise
distributed to the
Senior
Certificates;
(iii)
the
product
of (x)
the
related
Prepayment
Distribution
Percentage
and (y) the
aggregate
of all
Principal
Prepayments
in Full
received
in the
related
Prepayment
Period and
Curtailments
received in the preceding
calendar month (other than the related Discount
Fraction of such Principal
Prepayments
in Full and
Curtailments
with
respect to a
Discount
Mortgage
Loan) to the
extent
not
payable to the Senior
Certificates;
(iv) if such Class is the Class of Subordinate
Certificates with the Highest
Priority,
any Excess
Subordinate
Principal Amount for such Distribution Date not paid to the Senior
Certificates;
and (v) any amounts
described
in
clauses
(i),
(ii) and
(iii)
as
determined
for any
previous
Distribution
Date,
that
remain
undistributed
to the extent that such amounts are not
attributable
to Realized
Losses which have been allocated
to a Class
of
Subordinate
Certificates;
minus
(b) the sum of (i) with
respect
to the
Class
of
Subordinate
Certificates with the Lowest Priority,
any Excess
Subordinate
Principal Amount for such
Distribution
Date; and
(ii) the Capitalization
Reimbursement
Amount for such Distribution Date, other than the related Discount
Fraction
of any portion of that amount related to each Discount
Mortgage Loan,
multiplied by a fraction,
the numerator of
which is the Subordinate Principal Distribution Amount for such
Class of Subordinate
Certificates,
without giving
effect to this clause (b)(ii),
and the denominator of which is the sum of the principal
distribution
amounts for
all Classes of
Certificates
other than the Class A-P
Certificates,
without
giving effect to any reductions for
the Capitalization Reimbursement Amount.
Super Senior Certificates:
Any of the Class A-1, Class A-4 or Class A-9 Certificates.
Supplemental
Interest
Trust:
The separate
trust formed
pursuant to this
Agreement and
maintained by
the Supplemental
Interest Trust Trustee, the assets of which consist of the Class
A-2 Yield Maintenance
Agreement
and the Class A-9 Yield
Maintenance
Agreement
and the
related
Yield
Maintenance
Reserve
Funds.
The primary
activities of the Supplemental Interest Trust created pursuant to
this Agreement shall be:
(i)
making payments from the Yield Maintenance Reserve Funds; and
(ii)
engaging in other
activities
that are
necessary or
incidental
to
accomplish
these
limited
purposes,
which
activities
cannot be contrary to the status of the
Supplemental
Interest
Trust as a qualified
special purpose entity under existing accounting literature.
Supplemental
Interest
Trust
Trustee:
Deutsche
Bank
Trust
Company
Americas,
a
New
York
banking
corporation,
not in its individual
capacity,
but solely in its capacity as trustee of the Supplemental
Interest
Trust, and any successor thereto,
and any corporation or national banking association
resulting from or surviving
any
consolidation
or merger to which it or its
successors
may be a party and any successor
trustee as may from
time to time be serving as successor trustee hereunder.
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
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
P
A-1
5.50%
$73,592,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Q
A-2, A-6
6.10%
$100,000,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
R
A-4, A-13, A-14
6.00%
$60,072,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
S
A-3
6.00%
$5,263,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
T
A-5, A-8
7.00%
$100,132,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
U
A-7
0.00%
$1,667,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
V
A-9, A-10
6.00%
$23,006,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
W
A-11, A-12
7.00%
$36,796,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
X
R-II, M-1, M-2, M-3, B-1, B-2,
6.25%
$28,992,105.90
B-3
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Y
A-P
0.00%
$3,184,813.57
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each
of
the
1,696
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 1,696,
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
1,696
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC II numbered
sequentially
from 1 through
1,696,
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).
Underwriter:
Citigroup Global Markets Inc.
Yield
Maintenance
Agreements:
Each of the
Class A-2 Yield
Maintenance
Agreement
and Class A-9 Yield
Maintenance Agreement.
Yield
Maintenance
Agreement
Excess
Amount:
For any
Distribution
Date,
with
respect
to each Yield
Maintenance
Agreement,
the excess, if any, of (i) the amount paid under the related Yield
Maintenance
Agreement
on such
Distribution
Date over (ii) the Yield
Maintenance
Payment for the Class A-2
Certificates
or Class A-9
Certificates, as applicable, for that Distribution Date.
Yield
Maintenance
Agreements
Provider:
Bear Stearns
Financial
Products
Inc., and its successors and
assigns or any party to any replacement, substitute, collateral or
other arrangement in lieu thereof.
Yield Maintenance
Payment:
(a) For any Distribution Date and the Class A-2 Yield Maintenance
Agreement,
the
payment,
if any, to the holders of the Class A-2
Certificates
from
amounts
paid under the Class A-2 Yield
Maintenance
Agreement.
With respect to any
Distribution
Date,
the Yield
Maintenance
Payment to the Class A-2
Certificates
shall be the amount
equal to the product of (i) the
positive
excess,
if any, of (A) the lesser of
(x) LIBOR and (y) 8.98% per annum,
over (B) 5.58% per
annum,
(ii) the
lesser of (1) the
Certificate
Principal
Balance of the Class A-2
Certificates
immediately
prior to that
Distribution
Date and (2) the amount set forth
for that
Distribution Date in Schedule I of the Class A-2 Yield
Maintenance
Agreement and (iii) a fraction,
the
numerator of which is 30 and the denominator of which is 360.
(b) For any Distribution Date and the Class A-9 Yield Maintenance
Agreement,
the payment, if any, to the
holders of the Class A-9
Certificates
from amounts
paid under the Class A-9 Yield
Maintenance
Agreement.
With
respect to any Distribution
Date, the Yield Maintenance
Payment to the Class A-9 Certificates shall be the amount
equal to the product of (i) the
positive
excess,
if any, of (A) the lesser of (x) LIBOR and (y) 8.95% per annum,
over (B) 5.45% per annum,
(ii) the lesser of (1) the Certificate
Principal
Balance of the Class A-9 Certificates
immediately
prior to that
Distribution Date and (2) the amount set forth for that
Distribution Date in Schedule I
of the
Class
A-9
Yield
Maintenance
Agreement
and
(iii) a
fraction,
the
numerator
of
which is 30 and the
denominator of which is 360.
Yield
Maintenance
Reserve Funds:
The Class A-2 Yield
Maintenance
Reserve Fund and the Class A-9 Yield
Maintenance Reserve Fund.
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.
Section 1.03.
Determination of LIBOR.
LIBOR
applicable to the calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates
for
any Interest
Accrual
Period
(other than the initial
Interest
Accrual
Period) will be
determined as described
below:
On each
Distribution
Date,
LIBOR shall be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month
United
States
dollar
deposits
that
appears on the
Reuters
Screen
LIBOR01
Page (or such other page as may replace
such page on that
service for the purpose of
displaying
London
interbank
offered rates of major banks) as of 11:00 a.m.,
London time, on the second LIBOR
Business Day prior to
the first day of such Interest
Accrual
Period
("LIBOR Rate
Adjustment
Date").
If such rate does not appear on
such page (or such other page as may replace that page on that
service,
or if such service is no longer
offered,
any other service for
displaying
LIBOR or comparable
rates as may be selected by the Trustee after
consultation
with the Master
Servicer),
the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined
on the basis of the rates at which
deposits in U.S.
Dollars are offered by the
reference
banks
(which shall be
any three major banks that are engaged in
transactions
in the London
interbank
market,
selected by the Trustee
after
consultation
with the Master Servicer) as of 11:00 a.m., London time, on the day
that is one LIBOR Business
Day prior to the
immediately
preceding
Distribution
Date to prime
banks in the London
interbank
market for a
period
of one
month in
amounts
approximately
equal
to the
aggregate
Certificate
Principal
Balance
of the
Adjustable Rate
Certificates
then
outstanding.
The Trustee will request the principal
London office of each of
the reference
banks to provide a quotation of its rate.
If at least two such
quotations
are provided,
the rate
will be the
arithmetic
mean of the
quotations
rounded up to the next
multiple of 1/16%.
If on such date fewer
than two quotations are provided as requested,
the rate will be the arithmetic
mean of the rates quoted by one or
more major banks in New York City,
selected by the Trustee
after
consultation
with the Master
Servicer,
as of
11:00 a.m.,
New York City time, on such date for loans in U.S.
Dollars to leading
European banks for a period of
one month in amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the Adjustable Rate
Certificates
then
outstanding.
If no such
quotations
can be
obtained,
the rate
will be LIBOR
for the prior
Distribution
Date, or, in the case of the first LIBOR Rate Adjustment
Date, 5.32% per annum;
provided,
however,
if, under the priorities
described above,
LIBOR for a Distribution
Date would be based on LIBOR for the previous
Distribution
Date for the third
consecutive
Distribution
Date, the Trustee shall,
after
consultation with the
Master
Servicer,
select an
alternative
comparable
index
(over which the
Trustee
has no
control),
used for
determining
one-month
Eurodollar
lending rates that is calculated and published (or otherwise made
available) by
an
independent
party.
"LIBOR
Business Day" means any day other than (i) a Saturday or a Sunday
or (ii) a day on
which banking institutions in the city of London, England are
required or authorized by law to be closed.
The
establishment
of LIBOR by the Trustee on any LIBOR Rate
Adjustment
Date and the Master
Servicer's
subsequent
calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate
Certificates for the
relevant Interest Accrual Period, in the absence of manifest error,
will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results of its
determination of LIBOR on such date.
Furthermore,
the Trustee will supply the Pass-Through
Rates
on each of the Adjustable Rate Certificates for the current and the
immediately
preceding
Interest Accrual Period
via the Trustee's internet website, which may be obtained by
telephoning the Trustee at (800) 735-7777.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage Loans. (See Section 2.01 of the Standard
Terms)
(a)
(See Section 2.01(a) of the Standard Terms)
(b)
(See Section 2.01(b) of the Standard Terms)
(c)
(See Section 2.01(c) of the Standard Terms)
(d)
(See Section 2.01(d) of the Standard Terms)
(e)
(See Section 2.01(e) of the Standard Terms)
(f)
(See Section 2.01(f) of the Standard Terms)
(g)
(See Section 2.01(g) of the Standard Terms)
(h)
(See Section 2.01(h) of the Standard Terms)
(i)
In connection with such assignment, and contemporaneously with the
delivery of this Agreement, the
Company delivered or caused to be delivered hereunder to the
Supplemental Interest Trust Trustee, the Yield
Maintenance Agreements (the delivery of which shall evidence that
the fixed payment for each of the Yield
Maintenance Agreements has been paid and the Supplemental Interest
Trust Trustee and the Trust Fund shall have no
payment obligation thereunder and that such fixed payment has been
authorized hereby).
Section
2.02
Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
(See Section 2.03(a) of the Standard Terms)
(b) The Company
hereby
represents
and
warrants
to the
Trustee for the benefit of
Certificateholders
that as of the Closing Date (or, if otherwise specified below, as
of the date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no
Mortgage
Loan has been so
Delinquent
more than once in the
12-month
period
prior to the
Cut-off Date;
(ii)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and correct in all material
respects at the date or dates
respecting
which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv)
To the best of the Company's
knowledge,
except in the case of 0.1% of the aggregate principal balance of
the Mortgage
Loans, if a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value
Ratio at
origination
in excess of 80%,
such
Mortgage
Loan is the
subject of a Primary
Insurance
Policy
that
insures
(a) at least 35% of the Stated
Principal
Balance of the
Mortgage
Loan at
origination
if the
Loan-to-Value
Ratio is between 100.00% and 95.01%,
(b) at least 30% of the Stated
Principal
Balance of
the Mortgage Loan at origination
if the
Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least
25% of such balance if the
Loan-to-Value
Ratio is between 90.00% and 85.01% and (d) at least 12% of such
balance
if the
Loan-to-Value
Ratio
is
between
85.00%
and
80.01%.
To
the
best
of the
Company's
knowledge,
each such Primary
Insurance Policy is in full force and effect and the Trustee is
entitled to
the benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.6% of the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are
secured by
Mortgaged
Properties
located in any one zip code area in
Virginia
and no more than 0.5% of
the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside Virginia;
(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 51.35% of the Mortgage
Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten
under a reduced loan documentation
program,
no more than 12.88% of the Mortgage Loans
by aggregate Stated Principal
Balance as of the Cut-off Date were
underwritten
under a no-stated income
program,
and no more than 12.86% of the Mortgage Loans by aggregate
Stated
Principal
Balance as of the
Cut-off Date were underwritten under a no income/no asset program;
(x)
Except with respect to no more than 20.02% of the Mortgage
Loans by aggregate
Stated
Principal
Balance
as of the Cut-off Date,
the Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4),
(5) and (6),
without
reliance
on the
provisions
of
Treasury
Regulation Section
1.860G-2(a)(3) or Treasury
Regulation
Section
1.860G-2(f)(2) or any other
provision
that would allow a Mortgage Loan to be treated as a "qualified
mortgage"
notwithstanding
its
failure to meet the
requirements of Section
860G(a)(3)(A)
of the Code and Treasury
Regulation
Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
No more than 0.25% of the Mortgage 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 has been made to an International
Borrower,
and no such Mortgagor is a member
of a foreign diplomatic mission with diplomatic rank;
(xix)
No Mortgage Loan provides for payments
that are subject to reduction by
withholding
taxes levied by any
foreign (non-United States) sovereign government; and
(xx)
None of the Mortgage
Loans is an Additional
Collateral
Loan and none of the Mortgage Loans is a Pledged
Asset Loan.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the 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 a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
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 and the Class P 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
and the Class P
Certificates).
The rights of the Holders of each Class of Certificates
(other than the Class R-I
Certificates
and the Class P 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
and the Class P
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).
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.
(a)
(See Section 3.07(a) of the Standard Terms)
(b)
The
Master
Servicer
shall
establish
and
maintain
a
Custodial
Account in which the Master
Servicer
shall
deposit or cause to be
deposited
on a daily basis,
except as
otherwise
specifically
provided
herein,
the
following
payments
and
collections
remitted by
Subservicers
or received by it in respect of the
Mortgage
Loans
subsequent
to the Cut-off Date (other than in respect of
principal
and interest on the Mortgage
Loans due on or before the Cut-off Date):
(i)
All
payments
on
account
of
principal,
including
Principal
Prepayments
made
by
Mortgagors on the Mortgage
Loans and the
principal
component of any
Subservicer
Advance or of any REO
Proceeds received in connection with an REO Property for which an
REO Disposition has occurred;
(ii)
All
payments on account of
interest
at the
Adjusted
Mortgage
Rate on the
Mortgage
Loans,
including Buydown Funds, if any, and the interest
component of any Subservicer
Advance or of any
REO Proceeds received in connection with an REO Property for which
an REO Disposition has occurred;
(iii)
Insurance Proceeds,
Subsequent
Recoveries and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv)
All proceeds of any Mortgage Loans
purchased
pursuant to Section 2.02,
2.03,
2.04 or
4.07 (including
amounts received from Residential
Funding pursuant to the last paragraph of Section 4 of
the Assignment
Agreement in respect of any
liability,
penalty or expense that resulted from a breach of
the Compliance With Laws
Representation
and all amounts
required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to
Section 2.03 or 2.04;
(v)
Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21;
(vi)
All
amounts
transferred
from the
Certificate
Account
to the
Custodial
Account in
accordance with Section 4.02(a);
(vii)
Any amounts
realized by the
Subservicer and received by the Master Servicer in respect
of any Additional Collateral;
(viii)
Any amounts received by the Master Servicer in respect of Pledged
Assets; and
The foregoing
requirements for deposit in the Custodial
Account shall be exclusive,
it being understood
and agreed that,
without
limiting the generality of the
foregoing,
payments on the Mortgage Loans which are not
part of the Trust Fund
(consisting
of payments in respect of principal and interest on the Mortgage
Loans due on
or before the Cut-off Date) and payments or
collections in the nature of late payment
charges or assumption
fees
may but need not be
deposited
by the
Master
Servicer
in the
Custodial
Account.
In the event any
amount not
required to be deposited in the
Custodial
Account is so deposited,
the Master
Servicer may at any time withdraw
such amount from the Custodial
Account,
any provision
herein to the contrary
notwithstanding.
Amounts received
by the Master Servicer in connection with
Prepayment
Charges on the Prepayment
Charge Loans shall be remitted by
the Master Servicer,
upon receipt thereof, to the Trustee and shall be deposited by the
Trustee,
upon the receipt
thereof and written
direction with respect thereto,
into the Class P Reserve Account.
The Custodial
Account may
contain
funds that
belong to one or more trust funds
created for
mortgage
pass-through
certificates
of other
series and may contain
other funds
respecting
payments on Mortgage
Loans
belonging
to the Master
Servicer or
serviced or master
serviced
by it on behalf of others.
Notwithstanding
such
commingling
of funds,
the Master
Servicer shall keep records that
accurately
reflect the funds on deposit in the Custodial
Account that have been
identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds,
Liquidation
Proceeds,
REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections
2.02,
2.03,
2.04 and 4.07 received in any calendar
month,
the Master
Servicer
may elect to treat such amounts as included in the
Available
Distribution
Amount for the
Distribution
Date in the month of receipt,
but is not obligated to do so. If the Master
Servicer so elects,
such amounts will
be deemed to have been
received (and any related
Realized Loss shall be deemed to have
occurred) on the last day
of the month prior to the receipt thereof.
(c)
(See Section 3.07(c) of the Standard Terms)
(d)
(See Section 3.07(d) of the Standard Terms)
(e)
Notwithstanding
Section
3.07(a),
The Master
Servicer shall not waive (or permit a Subservicer
to waive) any
Prepayment
Charge
unless:
(i) the
enforceability
thereof shall have been limited by bankruptcy,
insolvency,
moratorium,
receivership
and other similar laws relating to creditors'
rights
generally,
(ii) the
enforcement
thereof
is
illegal,
or any local,
state or
federal
agency
has
threatened
legal
action if the
prepayment
penalty is enforced,
(iii) the
collectability
thereof shall have been limited due to acceleration in
connection
with a
foreclosure
or other
involuntary
payment or (iv) such waiver is standard
and
customary
in
servicing
similar
Mortgage Loans and relates to a default or a reasonably
foreseeable
default and would, in the
reasonable
judgment of the Master Servicer,
maximize
recovery of total proceeds taking into account the value of
such
Prepayment
Charge and the related
Mortgage
Loan. In no event will the Master
Servicer
waive a Prepayment
Charge in
connection
with a
refinancing
of a Mortgage
Loan that is not
related
to a default or a
reasonably
foreseeable
default.
If a Prepayment Charge is waived, but does not meet the standards
described above, then the
Master
Servicer
is
required to deposit
into the Class P Reserve
Account
the amount of such waived
Prepayment
Charge at the time that the amount
prepaid on the
related
Mortgage
Loan is required
to be
deposited
into the
Custodial
Account.
Notwithstanding
any other
provisions
of this
Agreement,
any
payments
made by the Master
Servicer in respect of any waived
Prepayment
Charges
pursuant to this Section shall be deemed to be paid outside
of the Trust Fund and not part of any REMIC.
Section
3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section
3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans.
(See Section
3.08 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 Mortgage
Files.
(See
Section
3.15 of the
Standard Terms)
Section
3.16.
Servicing and Other Compensation; Compensating Interest.
(a)
(See Section 3.16(a) of the Standard Terms)
(b)
Additional
servicing
compensation
in
the
form
of
assumption
fees,
late
payment
charges,
investment
income on amounts in the Custodial
Account or the Certificate
Account or otherwise
(but not including
Prepayment
Charges)
shall be retained by the Master
Servicer or the
Subservicer to
the extent provided herein,
subject to clause (e) below.
Prepayment
Charges shall be deposited into the
Class P
Reserve
Account
and
shall be paid on each
Distribution
Date to the
Holders
of the
Class P
Certificates.
(c)
(See Section 3.16(c) of the Standard Terms)
(d)
(See Section 3.16(d) of the Standard Terms)
(e)
(See Section 3.16(e) of the Standard Terms)
Section
3.17.
Reports to the Trustee and the Company.
(See
Section
3.17 of the Standard
Terms)
Section
3.18.
Annual Statement as to Compliance. (See Section 3.18 of the
Standard Terms)
Section
3.19.
Annual Independent Public Accountants' Servicing Report.
(See Section
3.19 of the Standard Terms)
Section
3.20.
Rights of the Company in Respect of the Master Servicer.
(See Section
3.20 of the Standard Terms)
Section
3.21.
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section
3.22
Advance Facility. (See Section 3.22 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 of the Standard
Terms
respecting the final
distribution)
either in immediately
available
funds (by wire
transfer
or
otherwise)
to the
account of such
Certificateholder
at a bank or other
entity having appropriate
facilities therefor,
if such
Certificateholder
has so notified the Master Servicer or
the Paying
Agent,
as the case may be, or, if such
Certificateholder
has not so notified the Master
Servicer or
the Paying
Agent by the Record
Date,
by check
mailed to such
Certificateholder
at the
address of such Holder
appearing in the Certificate
Register such
Certificateholder's
share (which share (A) with respect to each Class
of
Certificates
(other than any Subclass of the Class A-V
Certificates),
shall be based on the aggregate of the
Percentage
Interests
represented by Certificates of the applicable
Class held by such Holder or (B) with respect
to any
Subclass
of the Class A-V
Certificates,
shall be equal to the amount (if any)
distributed
pursuant
to
Section
4.02(a)(i) below to each Holder of a Subclass
thereof) of the following
amounts,
in the following order
of priority
(subject to the
provisions
of Section
4.02(b),
(c) and (e) below in each case to the extent of the
Available
Distribution Amount, and further subject to the provisions of
Section
4.02(a)(ii)(X) below with respect
to Prepayment Charges, to the extent of Prepayment Charges on
deposit in the Class P Reserve Account):
(i)
to the
Senior
Certificates
(other
than the Class A-P
Certificates
and the
Class P
Certificates),
on a pro rata
basis
based
on
Accrued
Certificate
Interest
payable
on such
Certificates
with respect to such
Distribution
Date,
Accrued
Certificate
Interest on such Classes of
Certificates (or Subclasses,
if any, with respect to the Class A-V
Certificates)
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date, except as provided in the last paragraph of this Section
4.02(a); and
(ii)
(W)
to the Class A-P
Certificates,
the Class A-P
Principal
Distribution
Amount (applied to reduce the Certificate Principal Balance of such
Senior Certificates);
(X)
to the Class P Certificates,
the Prepayment
Charges on deposit in the Class P
Reserve Account; and
(Y)
to the Senior
Certificates
(other than the Class A-P,
Class A-6,
Class A-8,
Class A-10,
Class A-12, Class A-14 and Class A-V
Certificates),
in the priorities and amounts set forth
in
Section
4.02(b)
and (c),
the sum of the
following
(applied
to reduce the
Certificate
Principal
Balances of such Senior Certificates, as applicable):
(A)
the Senior Percentage for such Distribution Date times the sum of
the following:
(1)
the
principal
portion of each
Monthly
Payment due during the
related
Due Period on each
Outstanding
Mortgage
Loan (other than the related
Discount
Fraction of the
principal
portion of
such payment with respect to a Discount
Mortgage
Loan),
whether or not received on or
prior to the
related
Determination
Date,
minus
the
principal
portion
of any Debt
Service
Reduction
(other than the related Discount
Fraction of the principal
portion
of such Debt Service
Reductions
with
respect to each
Discount
Mortgage
Loan) which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2)
the Stated
Principal
Balance of any Mortgage Loan
repurchased
during the preceding
calendar month (or
deemed to have been so
repurchased in accordance
with Section
3.07(b) of the Standard
Terms)
pursuant to Section
2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited in the Custodial
Account in
connection
with the
substitution
of a Deleted
Mortgage
Loan
pursuant to Section
2.03 or 2.04 during the
preceding
calendar
month
(other
than
the
related
Discount
Fraction
of
such
Stated
Principal
Balance
or
shortfall with respect to each Discount Mortgage Loan); and
(3)
the principal portion of all other unscheduled
collections (other than Principal
Prepayments in Full and
Curtailments
and
amounts
received
in
connection
with
a
Cash
Liquidation
or REO
Disposition
of a Mortgage Loan
described in Section
4.02(a)(ii)(Y)(B)
of this Series
Supplement,
including without limitation
Insurance Proceeds,
Liquidation Proceeds and
REO Proceeds),
including Subsequent Recoveries,
received during the preceding calendar
month (or deemed to have been so
received in
accordance
with
Section
3.07(b) of the
Standard
Terms)
to the
extent
applied
by
the
Master
Servicer
as
recoveries
of
principal of the related
Mortgage Loan
pursuant to Section 3.14 of the Standard
Terms
(other than the related Discount
Fraction of the principal
portion of such unscheduled
collections, with respect to each Discount Mortgage Loan);
(B)
with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition
occurred during the
preceding
calendar month (or was deemed to have occurred
during such period in accordance
with
Section
3.07(b) of the Standard
Terms) and did not result in any Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses or Extraordinary
Losses, an amount equal to the
lesser of (a) the
Senior
Percentage
for such
Distribution
Date
times the
Stated
Principal
Balance
of such
Mortgage
Loan
(other
than
the
related
Discount
Fraction
of such
Stated
Principal
Balance,
with respect to each Discount Mortgage Loan) and (b) the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the related
unscheduled
collections
(including without limitation
Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) to the
extent
applied by the Master
Servicer as recoveries
of principal of the related
Mortgage Loan
pursuant
to Section
3.14 of the
Standard
Terms (in each case
other than the
portion of such
unscheduled
collections,
with respect to a Discount
Mortgage
Loan,
included in clause (C) of
the definition of Class A-P Principal Distribution Amount);
(C)
the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the
aggregate
of
all
Principal
Prepayments
in
Full
received
in
the
related
Prepayment
Period
and
Curtailments
received in the preceding
calendar month (other than the related Discount
Fraction of such
Principal Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
and
(E)
any amounts
described in subsection
(ii)(Y),
clauses (A), (B) and (C) of this Section
4.02(a),
as determined
for any previous
Distribution
Date,
which remain unpaid after
application
of
amounts
previously
distributed
pursuant
to this
clause (E) to the extent
that such
amounts
are not
attributable to Realized Losses which have been allocated to the
Subordinate Certificates; minus
(F)
the
Capitalization
Reimbursement
Amount for such
Distribution
Date,
other than the
related
Discount
Fraction
of any
portion
of that
amount
related
to each
Discount
Mortgage
Loan,
multiplied by a fraction,
the numerator of which is the Senior
Principal
Distribution
Amount,
without
giving effect to this clause (F), and the
denominator
of which is the sum of the principal
distribution
amounts for all Classes of Certificates
other than the Class A-P
Certificates,
without giving effect to
any reductions for the Capitalization Reimbursement Amount;
(iii)
if the
Certificate
Principal
Balances of the Subordinate
Certificates
have not been
reduced to zero,
to the Master
Servicer or a
Sub-Servicer,
by remitting
for deposit to the
Custodial
Account,
to the extent of and in reimbursement for any Advances or
Sub-Servicer
Advances previously made
with
respect
to any
Mortgage
Loan or REO
Property
which
remain
unreimbursed
in
whole
or in part
following the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property,
minus any such
Advances that were made with respect to delinquencies
that ultimately
constituted
Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv)
to the Holders of the Class M-1 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(v)
to the Holders of the Class M-1
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for such
Distribution
Date, minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(vii),
(ix), (xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are insufficient
therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi)
to the Holders of the Class M-2 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(vii)
to the Holders of the Class M-2
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for such
Distribution
Date, minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)
(ix),
(xi),
(xiii),
(xiv) and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii)
to the Holders of the Class M-3 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(ix)
to the Holders of the Class M-3
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) are insufficient
therefor,
applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x)
to the Holders of the Class B-1 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(xi)
to the Holders of the Class B-1
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xiii),
(xiv)
and (xv)
are
insufficient
therefor,
applied
in
reduction
of the
Certificate
Principal Balance of the Class B-1 Certificates;
(xii)
to the Holders of the Class B-2 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(xiii)
to the Holders of the Class B-2
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xiv)
and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate
Principal
Balance of the Class B-2 Certificates;
(xiv)
to the
Holders
of the
Class B-3
Certificates,
an
amount
equal to (x) the
Accrued
Certificate
Interest thereon for such Distribution
Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date, except as provided below,
minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available
pursuant to clause (x) of Section
4.02(a)(xv)
are insufficient therefor;
(xv)
to the Holders of the Class B-3
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates applied in reduction of the Certificate
Principal
Balance of the Class B-3
Certificates;
(xvi)
to the Senior
Certificates,
on a pro rata basis in
accordance
with their
respective
outstanding
Certificate
Principal Balances,
the portion,
if any, of the Available
Distribution Amount
remaining after the foregoing
distributions
applied to reduce the Certificate Principal Balances of such
Senior
Certificates,
but in no event more than the aggregate of the
outstanding
Certificate
Principal
Balances
of each
such
Class of
Senior
Certificates,
and
thereafter,
to each
Class of
Subordinate
Certificates
then
outstanding
beginning with such Class with the Highest
Priority,
any portion of the
Available
Distribution
Amount
remaining
after the Senior
Certificates
have been retired,
applied to
reduce the Certificate Principal Balance of each such Class of
Subordinate
Certificates,
but in no event
more than the outstanding
Certificate
Principal Balance of each such Class of Subordinate
Certificates;
and
(xvii)
to the Class R-I
Certificates,
the
balance,
if any,
of the
Available
Distribution
Amount.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer outstanding,
the Senior
Certificates,
Accrued Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date will be
distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from an interest rate
reduction
in
connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable to interest
shortfalls
relating to the failure of the Master Servicer to make any required
Advance,
or the
determination
by the Master
Servicer
that any proposed
Advance would be a
Nonrecoverable
Advance with
respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash
Liquidation
or REO
Disposition
or the related
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions
of principal on the Senior
Certificates on each
Distribution
Date will
be made as follows:
(i)
the
Class A-P
Principal
Distribution
Amount
shall be
distributed
to the Class A-P
Certificates, until the Certificate Principal Balance of the Class
A-P Certificates has been reduced to zero;
(ii)
the Senior
Principal
Distribution
Amount shall be distributed in the following manner
and priority:
(A)
first, to the Class R-I Certificates and Class R-II
Certificates,
on a pro rata basis in accordance with
their respective
Certificate
Principal Balances,
until the Certificate
Principal Balances thereof
have been reduced to zero;
(B)
second, to the Class P Certificates,
until the Certificate
Principal Balance thereof has been reduced to
zero; and
(C)
third,
the balance of the Senior Principal
Distribution
Amount
remaining after the
distributions,
if
any, described in Section 4.02(b)(ii)(A) and (B) above shall be
distributed concurrently as follows:
i.
25.00% of such amount to the Class A-5 Certificates
until the Certificate
Principal Balance of the Class
A-5 Certificates has been reduced to zero; and
ii.
75.00% of such amount in the following manner and priority:
(1)
first, to the Lockout Certificates, concurrently on a pro rata
basis, in accordance with their
respective Certificate Principal Balances, an amount equal to the
Lockout Amount for
such Distribution Date until the Certificate Principal Balances
thereof have been
reduced to zero;
(2)
second,
any remaining amount up to $100 on each
Distribution
Date to the Class A-2, Class A-7 and Class
A-9
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;
(3)
third, any remaining amount up to $1,800,000 on each
Distribution
Date to the Class A-1 Certificates and
Class A-11
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;
(4)
fourth,
any remaining
amount to the Class A-2, Class A-7 and Class A-9 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;
(5)
fifth,
any
remaining
amount to the Class A-1
Certificates
and Class A-11
Certificates
on a pro rata
basis, in accordance with their respective
Certificate
Principal
Balances,
until the
Certificate Principal Balances thereof have been reduced to zero;
(6)
sixth,
any
remaining
amount to the Class A-3
Certificates
until
the
Certificate
Principal
Balance
thereof has been reduced to zero; and
(7)
seventh,
any remaining
amount to the Lockout
Certificates
on a pro rata basis in accordance with their
respective
Certificate
Principal
Balances,
until the Certificate
Principal Balances
thereof have been reduced to zero.
(c)
Not
withstanding
Section
4.02(b),
on or after the
occurrence of the Credit
Support
Depletion
Date, all priorities
relating to
distributions
as described in clause (b) above relating to principal
among
the
Senior
Certificates
will be
disregarded.
Instead,
an
amount
equal
to the
Class
A-P
Principal
Distribution Amount will be distributed to the Class A-P
Certificates,
and then the Senior Principal
Distribution
Amount will be distributed to the Senior Certificates
remaining,
other than the Class A-P Certificates,
pro rata
in accordance with their respective outstanding Certificate
Principal Balances.
(d)
After
reduction
of the
Certificate
Principal
Balances
of the Senior
Certificates,
other
than the
Class A-P
Certificates,
to zero but prior to the
Credit
Support
Depletion
Date,
the
Senior
Certificates,
other than the Class A-P
Certificates,
will be entitled to no further
distributions
of principal
and the
Available
Distribution
Amount
will be paid
solely
to the
Holders
of the
Class
A-P,
Class A-V and
Subordinate Certificates, in each case as described herein.
(e)
In addition to the foregoing
distributions,
with respect to any Subsequent Recoveries,
the Master Servicer shall deposit such funds into the Custodial
Account pursuant to Section
3.07(b)(iii) of the
Standard
Terms.
If,
after taking into account such
Subsequent
Recoveries,
the amount of a Realized
Loss is
reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate
Principal Balance
of the Class of Subordinate
Certificates with a Certificate Principal Balance greater than zero
with the highest
payment priority to which Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud Losses,
Excess
Special Hazard Losses and Extraordinary Losses, have been
allocated,
but not by more than the amount of Realized
Losses previously
allocated to that Class of Certificates
pursuant to Section 4.05. The amount of any remaining
Subsequent
Recoveries
will be applied to increase from zero the Certificate
Principal
Balance of the Class of
Certificates
with the next lower payment priority,
up to the amount of Realized Losses previously
allocated to
that Class of
Certificates
pursuant
to Section
4.05.
Any
remaining
Subsequent
Recoveries
will in turn be
applied to increase from zero the Certificate
Principal Balance of the Class of Certificates with the next lower
payment priority up to the amount of Realized Losses previously
allocated to that Class of Certificates
pursuant
to Section
4.05,
and so on.
Holders of such
Certificates
will not be
entitled
to any payment in respect of
Accrued
Certificate
Interest on the amount of such
increases
for any Interest
Accrual
Period
preceding the
Interest Accrual Period that relates to the Distribution
Date on which such increase occurs.
Any such increases
shall be applied to the Certificate
Principal
Balance of each
Certificate of such Class in accordance with its
respective Percentage Interest.
(f)
[Reserved]
(g)
On each
Distribution
Date, the related Yield
Maintenance
Payment will be distributed
to the Class A-2 Certificates and the Class A-9 Certificates,
as applicable,
as part of the Accrued Certificate
Interest thereon.
In addition,
any amounts on deposit in the Yield
Maintenance
Reserve Fund for the Class A-2
Certificates or the Class A-9 Certificates,
as applicable,
representing the related Yield Maintenance Agreement
Excess Amount shall be
distributed to the Holders of Class A-2
Certificates
or Class A-9
Certificates
on any
Distribution
Date to
cover
shortfalls
in
amounts
available
to pay
Accrued
Certificate
Interest
on such
Certificates on such Distribution Date, or any Prepayment Interest
Shortfalls or Relief Act Shortfalls
allocated
to the Class A-2
Certificates or Class A-9
Certificates,
as applicable.
Any amounts
remaining in the related
Yield
Maintenance
Reserve Fund on the earlier to occur of (A) the date of termination
of the Trust Fund and (B)
the date on which the Certificate
Principal Balance of the Class A-2 Certificates or Class A-9
Certificates,
as
applicable,
is reduced
to zero,
will be
released
from such Yield
Maintenance
Reserve
Fund and paid to the
holders of the Class A-2 Certificates or Class A-9
Certificates,
as applicable.
Thereafter,
any payments made
in respect of the related Yield Maintenance Agreement will be paid
to Citigroup Global Markets Inc.
(h)
Each
distribution
with
respect
to a
Book-Entry
Certificate
shall
be
paid to the
Depository,
as Holder thereof,
and the Depository shall be solely
responsible for crediting the amount of such
distribution
to the accounts of its
Depository
Participants
in accordance
with its normal
procedures.
Each
Depository
Participant shall be responsible for disbursing such
distribution to the Certificate
Owners that it
represents and to each indirect
participating
brokerage
firm (a "brokerage
firm") for which it acts as agent.
Each brokerage
firm shall be responsible
for
disbursing
funds to the
Certificate
Owners that it represents.
None of the Trustee, the Certificate Registrar,
the Company or the Master Servicer shall have any responsibility
therefor.
(i)
Except as
otherwise
provided
in Section
9.01 of the
Standard
Terms,
if the Master
Servicer
anticipates that a final
distribution with respect to any Class of Certificates will be made
on the next
Distribution
Date, the Master
Servicer
shall,
no later than the
Determination
Date in the month of such final
distribution,
notify
the
Trustee
and the
Trustee
shall,
no
later
than two (2)
Business
Days
after
such
Determination
Date,
mail on such date to each Holder of such Class of
Certificates
a notice to the effect that:
(i) the Trustee
anticipates that the final
distribution
with respect to such Class of Certificates
will be made
on such
Distribution
Date but only upon
presentation
and
surrender of such
Certificates
at the office of the
Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such Certificates from and
after
the end of the related Interest Accrual Period.
In the event that
Certificateholders
required to surrender their
Certificates
pursuant to Section
9.01(c) of the Standard
Terms do not
surrender
their
Certificates
for final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from
the
Certificate
Account and credited to a separate escrow account for the benefit
of such
Certificateholders
as
provided in Section 9.01(d) of the Standard Terms.
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting.
(See Section 4.03 of the Standard Terms)
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer. (See
Section 4.04 of the Standard Terms)
Section
4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes a reduction of the interest rate on a Mortgage
Loan,
the amount of the
reduction
in the
interest
portion of the Monthly
Payment due during the related Due Period.
The amount of each
Realized
Loss shall be evidenced by an Officers'
Certificate.
All
Realized
Losses,
other than Excess
Special
Hazard
Losses,
Extraordinary
Losses,
Excess
Bankruptcy
Losses or Excess Fraud
Losses,
shall be allocated as
follows:
first, to the Class B-3
Certificates,
until the Certificate
Principal Balance thereof has been reduced
to zero;
second,
to the Class B-2 Certificates
until the Certificate
Principal Balance thereof has been reduced
to zero; third, to the Class B-1 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fourth,
to the Class M-3 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fifth, to the Class M-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
sixth, to the Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero; and,
thereafter,
if any such Realized Loss is on a Discount Mortgage Loan, to the
Class A-P Certificates in
an amount
equal to the
related
Discount
Fraction
of the
principal
portion
of the
Realized
Loss
until the
Certificate
Principal
Balance of the Class A-P
Certificates
has been reduced to zero, and the remainder of such
Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized
Losses on the
Non-Discount
Mortgage Loans shall be allocated among all Senior
Certificates
(other than the Class A-P
Certificates) on a pro
rata basis, as described
below;
provided,
however,
that Realized Losses
otherwise
allocable to the Class A-1,
Class A-4 and Class A-9
Certificates
will be
allocated
to the Class A-13
Certificates,
in each case until the
Certificate
Principal
Balance of the Class A-13
Certificates has been reduced to zero; and provided further that
if on any Distribution
Date the amount of such losses to be allocated to the Class A-13
Certificates
pursuant to
this proviso exceeds the outstanding
Certificate
Principal Balance of the Class A-13
Certificates
prior to such
allocation,
such losses will be allocated to the Class A-13
Certificates
from the Class A-1, Class A-4 and Class
A-9
Certificates
on a pro rata basis (based on the respective
Certificate
Principal
Balances of the Class A-1,
Class A-4 and Class A-9
Certificates)
but only to the extent of the amount
necessary
to reduce the
Certificate
Principal
Balance of the Class A-13
Certificates
to zero.
The principal
portion of any Excess
Special
Hazard
Losses,
Excess
Bankruptcy
Losses,
Excess Fraud Losses and
Extraordinary
Losses on the Discount Mortgage Loans
shall be allocated to the Class A-P
Certificates in an amount equal to the related
Discount
Fraction thereof and
the
remainder of the principal
portion and the entire
interest
portion of such Realized
Losses on the Discount
Mortgage
Loans and the entire
principal and interest
portion of such Realized
Losses on
Non-Discount
Mortgage
Loans will be allocated among the Senior
Certificates
(other than the Class A-P Certificates) and the Subordinate
Certificates, on a pro rata basis, as described below.
As used
herein,
an
allocation
of a Realized
Loss on a "pro rata
basis"
among two or more
specified
Classes of Certificates
means an allocation on a pro rata basis,
among the various Classes so specified,
to each
such Class of Certificates,
on the basis of their then outstanding
Certificate Principal Balances prior to giving
effect to distributions
to be made on such
Distribution
Date in the case of the principal
portion of a Realized
Loss or based on the Accrued
Certificate
Interest
thereon payable on such
Distribution
Date (without regard to
any
Compensating
Interest
for such
Distribution
Date) in the case of an interest
portion of a Realized
Loss.
Except as provided in the following
sentence,
any allocation of the principal
portion of Realized
Losses (other
than Debt
Service
Reductions)
to a Class of
Certificates
shall be made by reducing the
Certificate
Principal
Balance
thereof
by the
amount
so
allocated,
which
allocation
shall
be
deemed
to
have
occurred
on such
Distribution
Date;
provided that no such reduction shall reduce the aggregate
Certificate
Principal
Balance of
the
Certificates
below the
aggregate
Stated
Principal
Balance of the Mortgage
Loans.
Any
allocation of the
principal
portion of Realized
Losses (other than Debt Service
Reductions) to the Subordinate
Certificates
then
outstanding
with the Lowest
Priority
shall be made by
operation of the
definition
of
"Certificate
Principal
Balance" and by operation of the provisions of Section
4.02(a).
Allocations of the interest
portions of Realized
Losses
(other
than
any
interest
rate
reduction
resulting
from a
Servicing
Modification)
shall be made in
proportion
to the
amount
of
Accrued
Certificate
Interest
and by
operation
of the
definition
of
"Accrued
Certificate
Interest" and by operation of the provisions of Section
4.02(a).
Allocations of the interest portion
of a Realized Loss resulting from an interest rate reduction in
connection with a Servicing
Modification
shall be
made by operation of the
provisions
of Section
4.02(a).
Allocations
of the
principal
portion of Debt Service
Reductions
shall be made by operation of the
provisions
of Section
4.02(a).
All Realized
Losses and all other
losses
allocated to a Class of Certificates
hereunder will be allocated
among the
Certificates of such Class in
proportion
to the
Percentage
Interests
evidenced
thereby;
provided
that if any
Subclasses
of the Class A-V
Certificates
have been issued pursuant to Section
5.01(c) of the Standard
Terms,
such Realized Losses and other
losses
allocated to the Class A-V
Certificates
shall be allocated
among such
Subclasses
in
proportion to the
respective
amounts of Accrued
Certificate
Interest
payable on such
Distribution
Date that would have resulted
absent such reductions.
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the
Standard Terms)
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the Standard Terms)
Section
4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
Section
4.09
Yield Maintenance Reserve Funds.
(a)
The
Supplemental
Interest Trust Trustee shall
establish a separate Yield
Maintenance
Reserve
Fund on behalf of the
Holders of the Class A-2
Certificates
and a separate
Yield
Maintenance
Reserve
Fund on
behalf of the
Holders of the Class A-9
Certificates.
Each Yield
Maintenance
Reserve
Fund must be an
Eligible
Account.
Each Yield
Maintenance
Reserve Fund shall be entitled "Yield
Maintenance
Reserve Fund,
Deutsche Bank
Trust Company
Americas as Supplemental
Interest Trust Trustee for the benefit of holders of Residential
Accredit
Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates,
Series 2007-QS5" with the additional designation of
"Class A-2
Certificates"
or "Class A-9
Certificates",
as applicable.
The
Supplemental
Interest Trust Trustee
shall deposit in the Yield
Maintenance
Reserve Fund relating to the Class A-2 Certificates all payments
received
by it from the Yield Maintenance
Agreements
Provider
pursuant to the Class A-2 Yield
Maintenance
Agreement and
shall
enforce
its
rights
under the Class A-2 Yield
Maintenance
Agreement.
The
Supplemental
Interest
Trust
Trustee shall deposit in the Yield
Maintenance
Reserve Fund relating to the Class A-9
Certificates
all payments
received
by it from the Yield
Maintenance
Agreements
Provider
pursuant
to the
Class
A-9
Yield
Maintenance
Agreement
and shall
enforce its rights
under the Class A-9 Yield
Maintenance
Agreement.
On each
Distribution
Date on or prior to (i) the
Distribution
Date in August 2013 with respect to the Class A-2
Certificates and (ii)
the Distribution
Date in August 2011 with respect to the Class A-9 Certificates,
the Supplemental
Interest Trust
Trustee shall remit amounts
received by it from the Yield
Maintenance
Agreements
Provider to the Holders of the
Class A-2 Certificates or Class A-9
Certificates,
as applicable,
in the manner provided in Section 4.02(g) as it
is directed by the Master Servicer.
(b)
Each Yield
Maintenance
Reserve Fund is an "outside reserve fund" within the meaning of
Treasury
Regulationss.1.860G-2(h)
and shall be an asset of the Trust Fund but not an asset of any
2007-QS5
REMIC.
Holders
of Class A-2
Certificates
shall be the
beneficial
owners of the Class A-2 Yield
Maintenance
Reserve Fund, and
Holders Class A-9
Certificates
shall be the beneficial
owners of the Class A-9 Yield
Maintenance
Reserve Fund,
subject to the power of the
Supplemental
Interest
Trust
Trustee to distribute
amounts
under Section
4.02(g).
Amounts in the Yield
Maintenance
Reserve
Funds
shall be held and remain
uninvested
in a trust
account of the
Supplemental
Interest Trust Trustee, the Supplemental
Interest Trust Trustee having no liability for any interest
or other compensation therein.
(c)
It is intended
that the portion of the Trust Fund
consisting
of the Trust
Fund's
interest in
each of the Class A-2 Yield Maintenance
Agreement and the Class A-9 Yield Maintenance
Agreement be classified for
federal
income tax purposes as a grantor
trust under
Subpart E, part I of subchapter J of chapter 1 of the Code,
of which the Class A-2
Certificateholders
and Class A-9 Certificateholders are owners, rather than a
partnership,
an
association
taxable as a
corporation
or a taxable
mortgage
pool;
and the powers
granted and
obligations
undertaken in this Agreement shall be construed so as to further
such intent.
(d)
The REMIC
Administrator
shall
prepare or cause to be prepared
all of the Tax Returns
that it
determines
are required
with respect to each portion of the Trust Fund
classified as a grantor trust as noted in
Section 4.09(c) and deliver such Tax Returns in a timely manner to
the
Supplemental
Interest Trust Trustee,
and,
if required by
applicable
law, the
Supplemental
Interest
Trust
Trustee is directed to and shall sign and file
such Tax
Returns
in a
timely
manner.
The
expenses
of
preparing
such
returns
shall be borne by the
REMIC
Administrator
without any right of reimbursement
therefor.
The REMIC Administrator
agrees to indemnify and hold
harmless
the
Supplemental
Interest
Trust
Trustee
with
respect
to any
tax or
liability
arising
from
the
Supplemental
Interest
Trust
Trustee's
signing
of such Tax
Returns
that
contain
errors
or
omissions.
The
Supplemental
Interest Trust Trustee and the Master Servicer shall promptly
provide the REMIC
Administrator
with
such
information
as the REMIC
Administrator
may from time to time request for the purpose of enabling the REMIC
Administrator to prepare such Tax Returns.
(e)
Each Class A-2 Certificateholder
and Class A-9
Certificateholder
shall provide the appropriate
tax
certification
to the
Supplemental
Interest
Trust
Trustee and any Paying Agent to enable the
Supplemental
Interest
Trust
Trustee
or any
Paying
Agent to make
payments
on the
Class
A-2
Certificates
and
Class A-9
Certificates
without
withholding or backup
withholding
taxes.
Each Class A-2
Certificateholder
and Class A-9
Certificateholder
agrees to update or
replace
such form or
certification
in
accordance
with its terms or its
subsequent
amendments and consents to the delivery by the Supplemental
Interest Trust Trustee or any Paying Agent
to the Yield
Maintenance
Agreements
Provider of any such
certification.
Such
certification
may include
Form
W-8BEN,
Form
W-8IMY,
Form W-9 or Form
W-8ECI
or any
successors
to such IRS
forms.
Any
purported
sales or
transfers of any Class A-2
Certificate or Class A-9
Certificate to a transferee
which does not comply with these
requirements
shall be deemed null and void under the Agreement.
Neither the
Supplemental
Interest Trust Trustee
nor any Paying
Agent
shall be liable for the
completeness,
accuracy,
content or
truthfulness
of any such tax
certification
provided to it. The
Supplemental
Interest
Trust Trustee shall only be required to forward any tax
certification
received by it to the Yield
Maintenance
Agreements
Provider at the last known address provided to
it,
and shall
not be liable
for the
receipt
of such tax
certification
by the
Yield
Maintenance
Agreements
Provider,
nor any failure of the Yield Maintenance
Agreements
Provider to process such
certification or to take
any action as required under each Yield
Maintenance
Agreement or under
applicable law.
Neither the Supplemental
Interest
Trust
Trustee
nor any Paying
Agent shall have a duty to take
action to correct
any
misstatement
or
omission in any tax certification provided to it and forwarded to
the Yield Maintenance Agreements Provider.
(f)
The Supplemental
Interest Trust Trustee,
on behalf of each portion of the Trust Fund classified
as a grantor trust as noted in Section 4.09(c),
upon receipt of the requisite tax
identification
number from the
appropriate
taxing
authority,
(i) shall
execute,
if required,
and deliver a United
States
Internal
Revenue
Service Form W-9 or successor
applicable form, or other appropriate
United States tax forms as may be required to
prevent
withholding or backup
withholding
taxes on payments by the Yield Maintenance
Agreements
Provider under
each Yield Maintenance
Agreement,
to the Yield Maintenance
Agreements Provider on or before the later of (A) the
first
payment date under either Yield
Maintenance
Agreement
and (B) the date the
Supplemental
Interest
Trust
Trustee
receives the tax
identification
number,
and thereafter
prior to the expiration or obsolescence of such
previously
delivered
form if the
Supplemental
Interest
Trust
Trustee is notified in writing or otherwise
has
actual knowledge
thereof and (ii) shall, if requested by the Yield
Maintenance
Agreements
Provider,
deliver to
the Yield
Maintenance
Agreements
Provider promptly upon receipt each
certification
received from any Class A-2
Certificateholders
or Class
A-9
Certificateholders
pursuant
to
Section
4.09(e).
If such tax
identification
number is obtained by the REMIC
Administrator,
the Form W-9 or equivalent form as required shall be executed,
if
required,
and delivered by the REMIC Administrator to the same extent as set
forth in the foregoing
sentence,
if
permitted by applicable law.
Section
4.10
Class P Reserve Account.
(a)
The Trustee
shall
establish
a Class P Reserve
Account on behalf of the Holders of the Class P
Certificates.
The Class P Reserve
Account
must be an
Eligible
Account.
The Class P Reserve
Account
shall be
entitled "Class P Reserve Account,
Deutsche Bank Trust Company Americas,
as Trustee for the benefit of Holders of
Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through
Certificates,
Series 2007-QS5," (the "Class
P Reserve
Account").
All amounts
received by the Master Servicer in connection
with
Prepayment
Charges on the
Prepayment
Charge Loans shall be deposited by the Master
Servicer
into the Class P Reserve
Account upon receipt
thereof.
Funds on deposit in the Class P Reserve
Account
shall be held in trust by the Trustee for the Holder of
the Class P Certificates.
Amounts on deposit in the Class P Reserve
Account shall be held and remain
uninvested,
and the Trustee shall have no liability for interest or other
compensation therein.
(b)
On each
Distribution
Date,
the Master
Servicer on behalf of the Trustee (or the Paying
Agent
appointed by the Trustee)
shall
withdraw the amount then on deposit in the Class P Reserve
Account
representing
Prepayment
Charges
in
respect
of
the
Prepayment
Charge
Loans
received
after
the
immediately
preceding
Distribution
Date,
and
distribute
such amounts to the Holders of the Class P
Certificates
in accordance
with
Section 4.02(a)(ii)(X).
ARTICLE V
THE CERTIFICATES
Section 5.01.
The Certificates.
(See Section 5.01 of the Standard Terms)
Section 5.02.
Registration of Transfer and Exchange of Certificates.
(a)
(See Section 5.02(a) of the Standard Terms)
(b)
(See Section 5.02(b) of the Standard Terms)
(c)
(See Section 5.02(c) of the Standard Terms)
(d)
No transfer,
sale,
pledge or other
disposition
of a Class B
Certificate
or Class P
Certificate
shall be made unless such
transfer,
sale,
pledge or other
disposition
is exempt from the
registration
requirements of the Securities Act of 1933, as amended,
and any applicable state securities
laws or is made in
accordance
with
said Act and
laws.
In the event
that a
transfer
of a Class B or
Class P
Certificate,
other than the transfer of an interest in a Class P
Certificate
that is held by a
Transferor
and to be held by a
Transferee
as an
interest in a Rule 144A
Global
Offered
Certificate,
either
(i)(A) the
Trustee
shall
require a written
Opinion of
Counsel
acceptable
to and in form and
substance
satisfactory
to the Trustee
and the Company
that such
transfer
may be made
pursuant to an
exemption,
describing
the
applicable
exemption
and the basis
therefor,
from said Act and laws or is
being
made
pursuant
to said Act and laws,
which
Opinion
of
Counsel
shall not be an
expense of the
Trustee,
the Company or the Master Servicer
(except that, if such transfer is made by the Company or the
Master
Servicer or any Affiliate
thereof,
the Company or the Master Servicer shall provide such Opinion
of
Counsel
at their own
expense);
provided
that such
Opinion
of
Counsel
will not be
required
in
connection with the initial
transfer of any such
Certificate by the Company or any Affiliate
thereof to
the Company or an Affiliate of the Company,
(B) the Trustee
shall
require the
transferee
to execute a
representation
letter,
substantially
in the
form
of
Exhibit
H to the
Standard
Terms
(other
than
paragraph
6(b) thereto with respect to a transfer of a Class P
Certificate),
and (C) the Trustee
shall
require the Transferor to execute a representation
letter,
substantially in the form of Exhibit I to the
Standard Terms,
each acceptable to and in form and substance
satisfactory to the Company and the Trustee
certifying
to the Company
and the Trustee the facts
surrounding
such
transfer,
which
representation
letters shall not be an expense of the Trustee,
the Company or the Master
Servicer;
provided,
however,
that such
representation
letters
will not be
required
in
connection
with any
transfer
of any such
Certificate
by the Company or any
Affiliate
thereof to the Company or an Affiliate of the Company,
and
the Trustee shall be entitled to conclusively rely upon a
representation
(which,
upon the request of the
Trustee,
shall be a written
representation)
from the Company,
of the status of such
transferee
as an
Affiliate of the Company or (ii) the
prospective
transferee of such a
Certificate
shall be required to
provide the Trustee,
the Company and the Master Servicer with an investment
letter
substantially in the
form of Exhibit J to the Standard
Terms (other than
paragraph 3(b) thereto with respect to a transfer of
a Class P
Certificate)
(or such other
form as the
Company in its sole
discretion
deems
acceptable),
which investment
letter shall not be an expense of the Trustee,
the Company or the Master Servicer,
and
which
investment
letter
states
that,
among
other
things,
such
transferee
(A)
is
a
"qualified
institutional
buyer" as defined
under Rule 144A,
acting for its own
account or the
accounts
of other
"qualified
institutional
buyers"
as
defined
under
Rule
144A,
and (B) is aware
that
the
proposed
transferor
intends to rely on the exemption from
registration
requirements
under the Securities Act of
1933, as amended, provided by Rule 144A.
The Holder of any such Class B Certificate
or Class P Certificate
desiring to effect any such
transfer,
sale, pledge or other disposition
shall, and does hereby agree to indemnify the Trustee,
the Company,
the Master
Servicer and the
Certificate
Registrar
against any liability
that may result if the transfer,
sale,
pledge or
other
disposition
is not so exempt
or is not made in
accordance
with
such
federal
and
state
laws.
If any
transfer of a Class P
Certificate
held by a Transferor
and to be held by a
Transferee
as an interest in a Rule
144A Global Offered
Certificate
is to be made without
registration
under the 1933 Act, the Transferor
shall be
deemed to have made each of the
certifications
set forth in Exhibit I and Exhibit J to the
Standard
Terms as of
the transfer date and the Transferee shall be deemed to have made
each of the
certifications
set forth in Exhibit
J to the Standard
Terms (other than as set forth in paragraph
3(b) with respect to the Class P
Certificates)
as
of the transfer date as if such Class P Certificate were in
physical form.
(e)
(i)
In the
case of any
Class
B,
Class P or Class R
Certificate
presented
for
registration
in the name of any
Person,
either
(A) the
Trustee
shall
require an Opinion of
Counsel
addressed
to the Trustee,
the Company and the Master
Servicer,
acceptable
to and in
form and
substance
satisfactory
to the Trustee to the effect
that the
purchase or holding of
such Class B, Class P or Class R
Certificate
is
permissible
under
applicable
law,
will not
constitute or result in any non-exempt
prohibited
transaction under Section 406 of the Employee
Retirement
Income
Security Act of 1974, as amended
("ERISA"),
or Section 4975 of the Code (or
comparable
provisions
of any
subsequent
enactments),
and will not subject the
Trustee,
the
Company
or the
Master
Servicer
to any
obligation
or
liability
(including
obligations
or
liabilities
under ERISA or Section
4975 of the Code) in addition
to those
undertaken
in this
Agreement,
which Opinion of Counsel
shall not be an expense of the Trustee,
the Company or the
Master Servicer or (B) the prospective
Transferee shall be required to provide the Trustee,
the
Company and the Master
Servicer with a
certification
to the effect set forth in paragraph 6 of
Exhibit H to the Standard
Terms (with
respect to any Class B
Certificate),
paragraph
6(b) of
Exhibit H to the Standard Terms (with respect to any Class P
Certificate),
or Exhibit G-1 (with
respect to any Class R
Certificate),
which the Trustee may rely upon without further inquiry or
investigation,
or such other
certifications
as the Trustee may deem
desirable or necessary in
order to
establish
that such
Transferee
or the
Person in whose
name
such
registration
is
requested
either (a) is not an employee
benefit
plan or other plan
subject to the
prohibited
transaction
provisions
of ERISA or
Section
4975 of the
Code,
or any
Person
(including
an
investment
manager,
a named fiduciary or a trustee of any such plan) who is using "plan
assets"
of any such plan to effect such
acquisition
(each, a "Plan Investor") or (b) in the case of any
Class
B
Certificate,
the
following
conditions
are
satisfied:
(i)
such
Transferee
