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-QS4
=======================================================================================================================================
ARTICLE I
DEFINITIONS
Section
1.01
Definitions...........................................................................4
Section
1.02
Use of Words and
Phrases.............................................................37
Section
1.03
Determination of
LIBOR...............................................................37
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage
Loans.........................................................39
Section
2.02
Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)......................39
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.....39
Section
2.04
Representations and Warranties of Sellers.(See Section 2.04 of the
Standard Terms)...44
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I and REMIC
II.................................................................44
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular
Interests; Acceptance by the
Trustee.................................................44
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC
III............................45
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms)...........45
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.01
Certificate Account. (See Section 4.01 of the Standard
Terms)........................47
Section
4.02
Distributions........................................................................47
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting. (See
Section 4.03 of the Standard
Terms)..................................................61
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)..................................................61
Section
4.05
Allocation of Realized
Losses........................................................61
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard
Terms)...............................................................................63
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the Standard Terms) 63
Section
4.08
Surety Bond. (See Section 4.08 of the Standard
Terms)................................63
Section
4.09
Reserve
Fund.........................................................................63
ARTICLE V
THE CERTIFICATES
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
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.................................69
Section
9.02
Additional Termination Requirements. (See Section 9.02 of the
Standard Terms)........69
Section
9.03
Termination of Multiple REMICs. (See Section 9.03 of the Standard
Terms).............69
ARTICLE X
REMIC PROVISIONS
Section
10.01
REMIC Administration. (See Section 10.01of the Standard
Terms).......................70
Section
10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the
Standard
Terms)......................................................................70
Section
10.03
Designation of
REMICs................................................................70
Section
10.04
Distributions on the Uncertificated REMIC I and REMIC II Regular
Interests...........71
Section
10.05
Compliance with Withholding
Requirements.............................................75
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.01
Amendment. (See Section 11.01 of the Standard
Terms).................................76
Section
11.02
Recordation of Agreement;
Counterparts. (See Section 11.02 of the Standard Terms)...76
Section
11.03
Limitation on Rights of Certificateholders (See Section 11.03 of
the Standard Terms).76
Section
11.04
Governing Law. (See Section 11.04 of the Standard
Terms).............................76
Section
11.05
Notices..............................................................................76
Section
11.06
Required Notices to Rating Agency and Subservicer. (See Section
11.06 of the Standard Terms)
77
Section
11.07
Severability of Provisions. (See Section 11.07 of the Standard
Terms)................77
Section
11.08
Supplemental Provisions for Resecuritization. (See Section 11.08 of
the Standard Terms) 77
Section
11.09
Allocation of Voting
Rights..........................................................77
Section
11.10
No
Petition..........................................................................77
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit One-III:
Mortgage Loan Schedule (Group III Loans)
Exhibit One-IV:
Mortgage Loan Schedule (Group IV Loans)
Exhibit One-V:
Mortgage Loan Schedule (Group V Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Two-III:
Schedule of Discount Fractions for Group III Loans
Exhibit Two-IV:
Schedule of Discount Fractions for Group IV Loans
Exhibit Two-V:
Schedule of Discount Fractions for Group V Loans
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:
Aggregate Planned Principal Balances and Targeted Principal
Balances
APPENDIX
Appendix I:
Definition of REMIC I Y Principal Reduction Amounts
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 Nine 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,
as Trustee (together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through
certificates (collectively,
the "Certificates"),
to be issued
hereunder in multiple
classes,
which in the aggregate will evidence the entire
beneficial
ownership
interest in the Mortgage Loans
(as defined herein).
As provided herein,
the REMIC
Administrator will make an election to treat the entire segregated
pool of assets
described in the
definition of REMIC I as three 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
FITCH/
PASS-THROUGH
CERTIFICATE
MATURITY
------------------
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE
FEATURES(1)
DATE
MOODY'S/S&P
DENOMINATIONS(2)
I-A-1
6.10%
$20,000,000.00
Senior/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
I-A-2
6.00%
$0.00(3)
Senior/Interest
March 25, 2037
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
I-A-3
6.25%
$13,333,000.00
Senior/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
I-A-4
6.25%
$17,315,000.00
Senior/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Senior/Super
II-A-1
Adjustable
Senior/Floater/Adjustable
Rate(4)
$44,261,000.00
Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
(5)
Senior/Interest
II-A-2
Adjustable
$0.00
Only/Inverse
March 25, 2037
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Floater/Adjustable Rate
Senior/Senior
II-A-3
Adjustable
$12,160,000.00 Support/Floater/Adjustable
March 25, 2037
AAA/Aa1/AAA
$25,000.00
Rate(4)
Rate
Senior/Super
II-A-4
Adjustable
$142,806,000.00 Senior/Floater/Adjustable
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Rate(4)
Rate
(5)
Senior/Interest
II-A-5
Adjustable
$0.00
Only/Inverse
March 25, 2037
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Floater/Adjustable Rate
III-A-1
6.00%
$64,655,000.00
Senior/PAC/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
III-A-2
6.00%
$6,262,000.00
Senior/Super
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Senior/PAC/Fixed Rate
III-A-3
6.00%
$39,390,000.00 Senior/PAC/TAC/Companion/AccrMarch 25, 2037
AAA/Aaa/AAA
$25,000.00
Directed/Fixed Rate
III-A-4
6.00%
$20,000,000.00 Senior/Lockout/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Senior/PAC/Companion/
AAA/Aaa/AAA
III-A-5
6.00%
$5,898,000.00 --------------------------
March 25, 2037
$25,000.00
Accrual/Fixed Rate
III-A-6
6.00%
$72,161,000.00 Senior/Super Senior/Fixed
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Rate
Senior/Super
AAA/Aaa/AAA
III-A-7
Adjustable
$46,210,000.00 Senior/Floater/Companion/
March 25, 2037
$25,000.00
Rate(4)
Adjustable Rate
(5)
Senior/Interest
AAA/Aaa/AAA
III-A-8
Adjustable
$0.00
Only/Inverse
March 25, 2037
$2,000,000.00
Rate(4)
Floater/Adjustable Rate
III-A-9
6.00%
$40,000,000.00
Senior/Super
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
III-A-10
6.00%
$3,990,000.00
Senior/Senior
March 25, 2037
AAA/Aa1/AAA
$25,000.00
Support/Lockout/Fixed Rate
III-A-11
6.00%
$2,526,000.00
Senior/Senior
March 25, 2037
AAA/Aa1/AAA
$25,000.00
Support/Fixed Rate
IV-A-1
Adjustable
$49,758,800.00 Senior/Floater/Adjustable
March 25, 2037
AAA/Aaa/AAA
$25,000.00
Rate(4)
Rate
(5)
Senior/Interest
AAA/Aaa/AAA
IV-A-2
Adjustable
$0.00
Only/Inverse
March 25, 2037
$2,000,000.00
Rate(4)
Floater/Adjustable Rate
IV-A-3
0.00%
$3,554,200.00
Senior/Principal Only
March 25, 2037
AAA/Aaa/AAA
$25,000.00
V-A-1
6.00%
$45,276,000.00
Senior/Fixed Rate
March 25, 2022
AAA/Aaa/AAA
$25,000.00
V-A-2
5.50%
$45,276,000.00
Senior/Fixed Rate
March 25, 2022
AAA/Aaa/AAA
$25,000.00
I-A-P
0.00%
$85,845.69
Senior/Principal Only
March 25, 2037
AAA/Aaa/AAA
$25,000.00
I-A-V
Variable
$0.00(7)Senior/Interest Only/
March 25, 2037
AAA/Aaa/AAA
$2,000,000.00
Rate(6)
Variable Rate
II-A-P
0.00%
$749,817.71
Senior/Principal Only
March 25, 2037
AAA/Aaa/AAA
$25,000.00
II-A-V
Variable
$0.00(7)Senior/Interest Only/
March 25, 2037
AAA/Aaa/AAA
$2,000,000.00
Rate(6)
Variable Rate
III-A-P
0.00%
$2,247,692.72
Senior/Principal Only
March 25, 2037
AAA/NA/AAA
$25,000.00
III-A-V
Variable
$0.00(7)Senior/Interest Only/
March 25, 2037
AAA/ NA/AAA
$2,000,000.00
Rate(6)
Variable Rate
V-A-P
0.00%
$471,575.55
Senior/Principal Only
March 25, 2022
AAA/ NA/AAA
$25,000.00
V-A-V
Variable
$0.00(7)Senior/Interest Only/
March 25, 2022
AAA/ NA/AAA
$2,000,000.00
Rate(6)
Variable Rate
R-I
6.25%
$100.00 Senior/Residual/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
(8)
R-II
7.00%
$100.00 Senior/Residual/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
(8)
R-III
6.00%
$100.00 Senior/Residual/Fixed Rate
March 25, 2037
AAA/Aaa/AAA
(8)
M-1
Variable
$23,904,900.00
Mezzanine/Variable Rate
March 25, 2037
AA/NA/NA
$25,000.00
Rate(9)
M-2
Variable
$7,842,900.00
Mezzanine/Variable Rate
March 25, 2037
A/NA/NA
$250,000.00
Rate(9)
M-3
Variable
$6,349,000.00
Mezzanine/Variable Rate
March 25, 2037
BBB/NA/NA
$250,000.00
Rate(9)
B-1
Variable
$4,108,200.00 Subordinate/Variable Rate
March 25, 2037
BB/NA/NA
$250,000.00
Rate(9)
B-2
Variable
$3,361,200.00 Subordinate/Variable Rate
March 25, 2037
B/NA/NA
$250,000.00
Rate(9)
B-3
Variable
$2,987,828.30 Subordinate/Variable Rate
March 25, 2037
NA/NA/NA
$250,000.00
Rate(9)
_________________
(1)
The Certificates,
other than the Class R Certificates, shall be Book-Entry
Certificates.
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 I-A-P,
Class II-A-P,
Class III-A-P,
Class V-A-P,
Class B-1, Class B-2 and Class
B-3 Certificates
that contain an uneven multiple of $1,000 shall be issued
in a denomination equal to the sum of the related minimum
denomination set
forth
above and such
uneven
multiple
for such
Class or the sum of such
denomination and an integral multiple of $1,000.
(3)
The Class I-A-2
Certificates do not have a Certificate
Principal Balance.
For purposes of calculating interest payments,
interest on the Class I-A-2
Certificates
will
accrue
on a
notional
amount
equal
to
2.5%
of the
Certificate
Principal Balance of the Class I-A-1 Certificates
immediately
prior to the related Distribution Date.
(4)
---------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Adjustable
Initial
Formula
Maximum
Minimum
Rates:
-----------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-1
5.65%
LIBOR + 0.33%
7.00%
0.33%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-2
1.35%
6.67% - LIBOR
6.67%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-3
5.65%
LIBOR + 0.33%
7.00%
0.33%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-4
5.66%
LIBOR + 0.34%
7.00%
0.34%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-5
1.34%
6.66% - LIBOR
6.66%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class III-A-7
5.92%
LIBOR + 0.60%
Subject to the Available
0.60%
Funds Cap
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class III-A-8
0.08%
5.40% - LIBOR
5.40%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class IV-A-1
5.72%
LIBOR + 0.40%
7.50%
0.40%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class IV-A-2
1.78%
7.10% - LIBOR
7.10%
0.00%
The Class III-A-7 Certificates will represent ownership of a
regular interest in
REMIC III,
together
with
certain
rights to payments to be made from
amounts
received
under the Yield
Maintenance
Agreement
which will be deemed made for
federal income tax purposes outside of REMIC III.
(5)
The Class II-A-2, Class II-A-5, Class III-A-8 and Class IV-A-2
Certificates
do not have a Certificate
Principal
Balance.
For purposes of calculating
interest
payments,
(i)
interest on the Class
II-A-2
Certificates
will
accrue on a notional
amount equal to the aggregate
Certificate
Principal
Balance of the Class
II-A-1
Certificates
and Class
II-A-3
Certificates
immediately
prior to the related
Distribution
Date, (ii) interest on the
Class
II-A-5
Certificates
will accrue on a notional
amount based on the
Certificate Principal Balance of the Class II-A-4 Certificates
immediately
prior to the related Distribution Date, (iii) interest on the Class
III-A-8
Certificates
will
accrue on a notional
amount
based on the
Certificate
Principal
Balance of the Class III-A-7
Certificates
immediately prior to
the
related
Distribution
Date
and (iv)
interest
on the
Class
IV-A-2
Certificates
will
accrue on a notional
amount
based on the
Certificate
Principal Balance of the Class IV-A-1 Certificates immediately
prior to the
related Distribution Date.
From the Distribution
Date in April 2007 through and including the Distribution
Date in March
2008,
(i) the Class
IV-A-1
Certificates
will be
entitled
to
receive
payments of interest
only to the extent
that the
annualized
rate of
prepayment,
or CPR
rate,
on the
Group
IV
Loans
in the
month
immediately
preceding
the
Distribution
Date did not exceed 30% and (ii) the Class
IV-A-2
Certificates will be entitled to receive payments of interest only
to the extent
that the CPR rate on the Group IV Loans in the month
immediately
preceding the
Distribution Date exceeded 30%.
(6)
The initial
Pass-Through Rate on the Class I-A-V
Certificates is 0.1215%,
the initial
Pass-Through Rate on the Class II-A-V Certificates is 0.2145%,
the initial
Pass-Through Rate on the Class III-A-V Certificates is 0.3704%
and the
initial
Pass-Through
Rate on the
Class
V-A-V
Certificates
is
0.4312%.
(7)
The Class I-A-V,
Class II-A-V,
Class III-A-V and Class V-A-V Certificates
each do not
have a
principal
balance.
For the
purpose
of
calculating
interest
payments,
interest will accrue on a notional amount equal to, in
the
case of Class
I-A-V
Certificates,
the
aggregate
Stated
Principal
Balance of the Mortgage
Loans in Loan Group I, in the case of Class II-A-V
Certificates,
the aggregate Stated Principal Balance of the Mortgage Loans
in
Loan
Group
II and
Loan
Group
IV,
in the
case
of
Class
III-A-V
Certificates,
the aggregate Stated Principal Balance of the Mortgage Loans
in
Loan
Group
III and in the
case
of
Class
V-A-V
Certificates,
the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group V.
(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 Section
10.01(c)
and (e) in a minimum denomination representing a Percentage
Interest of not
less than 0.01%.
(9)
The pass-through rates on the Class M Certificates and Class B
Certificates
will be a weighted
average
of 6.25%,
7.00%,
6.00%,
7.00% and 5.75% per
annum with
respect to Loan
Group I, Loan Group II,
Loan Group III,
Loan
Group
IV and Loan
Group V,
respectively,
weighted
on the
basis of the
related Subordinate Percentage.
The Group I Loans have an aggregate
principal
balance as of the Cut-off Date of
$54,261,538.96.
The Group II Loans have an
aggregate
principal balance as of the Cut-off Date of
$213,535,538.81.
The Group III Loans have an aggregate principal balance as of
the
Cut-off
Date
of
$324,427,824.77.
The
Group
IV
Loans
have
an
aggregate
principal
balance
as of
the
Cut-off
Date
of
$57,364,818.43.
The Group V Loans have an aggregate
principal
balance as of the Cut-off Date of
$97,351,539.00.
The Mortgage Loans
have an aggregate principal balance as of the Cut-off Date of
$746,941,259.97.
In
consideration
of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee
agree as
follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accretion
Termination Date: With respect to any Class of Accrual
Certificates,
the earlier to occur of (i) the Distribution
Date on which the aggregate
Certificate
Principal Balance of the Accretion
Directed
Certificates has been reduced to zero, and (ii)
the occurrence of the Credit Support Depletion Date.
Accrual Certificates:
The Class III-A-5 Certificates.
Accrual
Distribution
Amount:
On each
Distribution
Date preceding the Accretion
Termination
Date, an amount equal to the
amount of
Accrued
Certificate
Interest
on the Class
III-A-5
Certificates
for that date
which
will be added to the
Certificate
Principal
Balance of the Class III-A-5
Certificates
and
distributed
to the holders of the Class III-A-3
Certificates
pursuant to
Section 4.02(o).
Accrued
Certificate
Interest:
With respect to each
Distribution
Date, as to any Class or Subclass of Certificates
(other
than any Principal Only
Certificates),
interest accrued during the related Interest Accrual Period at the
related
Pass-Through
Rate
on the Certificate
Principal
Balance or Notional Amount thereof
immediately
prior to such Distribution
Date.
Accrued
Certificate
Interest
will be calculated on the basis of a 360-day year,
consisting
of twelve
30-day
months.
In each case Accrued
Certificate
Interest on any Class or Subclass of Certificates will be reduced
by the amount of:
(i)
Prepayment
Interest
Shortfalls
on all
Mortgage
Loans in the related
Loan Group (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided
in Section 4.01),
(ii)
the interest portion
(adjusted to the Net Mortgage Rate (or the Modified Net Mortgage
Rate in the case of a Modified
Mortgage Loan)) of Realized Losses on all Mortgage Loans in the
related Loan Group
(including
Excess Special Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses) not allocated
solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii)
the interest
portion of Advances
that were (A)
previously
made with respect to a Mortgage Loan or REO Property on
the Mortgage
Loans in the related Loan Group,
which
remained
unreimbursed
following the Cash
Liquidation or REO
Disposition
of such Mortgage Loan or REO Property and (B) made with respect to
delinquencies
that were
ultimately
determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses
on the Mortgage
Loans in the related Loan Group and were not
allocated
solely to one or more
specific
Classes of
Certificates pursuant to Section 4.05, and
(iv)
any other interest
shortfalls
not covered by the
subordination
provided by the Class M
Certificates
and Class B
Certificates,
including
interest that is not collectible from the Mortgagor
pursuant to the
Servicemembers
Civil
Relief Act or similar legislation or regulations as in effect from
time to time, all allocated as described below.
The Class I-A
Percentage
of these
reductions
with respect to the Group I Loans will be
allocated
among the Holders of the Group I
Senior
Certificates in proportion to the amounts of Accrued
Certificate
Interest that would have been payable to those
Certificates
from the Group I Loans on that
Distribution
Date absent such
reductions.
The Class II-A Percentage of these reductions with respect
to the Group II Loans will be allocated
among the Holders of the Group II Senior
Certificates in proportion to the amounts of Accrued
Certificate
Interest that would have been payable to those
Certificates from the Group II Loans on that Distribution Date
absent such
reductions.
The Class III-A
Percentage of these
reductions
with respect to the Group III Loans will be allocated
among the Holders
of the Group III Senior
Certificates
in
proportion
to the amounts of Accrued
Certificate
Interest that would have been payable to
those
Certificates
from the Group III Loans on that
Distribution
Date absent such
reductions.
The Class IV-A
Percentage of these
reductions
with respect to the Group IV Loans will be allocated
among the Holders of the Group IV Senior
Certificates
and the Class
II-A-V
Certificates in proportion to the amounts of Accrued
Certificate
Interest that would have been payable to those
Certificates
from the Group IV Loans on that
Distribution
Date absent such
reductions.
The Class V-A Percentage of these reductions with respect
to the Group V Loans will be allocated
among the Holders of the Group V Senior
Certificates
in
proportion to the amounts of Accrued
Certificate
Interest that would have been payable to those
Certificates
from the Group V Loans on that Distribution Date absent such
reductions.
The
remainder
of these
reductions
will be
allocated
among
the
Holders
of the
Class M
Certificates
and
Class B
Certificates
in
proportion
to the
respective
amounts
of
Accrued
Certificate
Interest
that
would
have been
payable
on that
Distribution
Date
absent
these
reductions.
In the case of each Class of Class M
Certificates
and Class B
Certificates,
Accrued
Certificate
Interest on that Class will be further
reduced by the interest
portion
(adjusted to the Net Mortgage
Rate) of Realized
Losses that are allocated
solely to such Class of Class M Certificates
or such Class of Class B in
Certificates
pursuant to Section
4.05.
Adjustable
Rate
Certificates:
Any of the Class II-A-1,
Class
II-A-2,
Class II-A-3,
Class II-A-4,
Class II-A-5,
Class
III-A-7, Class III-A-8, Class IV-A-1 and Class IV-A-2 Certificates.
Aggregate Available
Distribution
Amount: With respect to a Distribution Date, the sum of the
Available
Distribution Amounts
for all Loan Groups for such Distribution Date.
Aggregate
Planned
Principal
Balance:
With respect to the Class
III-A-1,
Class
III-A-2,
Class III-A-3 and Class III-A-5
Certificates and any Distribution
Date, the amount set forth in the table entitled
"Aggregate Planned Principal Balances and Targeted
Principal Balances" in Exhibit Five to this Series Supplement for
such Certificates opposite such Distribution Date.
Aggregate
Senior
Interest
Distribution
Amount:
With
respect
to a
Distribution
Date,
the sum of the
Senior
Interest
Distribution Amounts for all Loan Groups for such Distribution
Date.
Aggregate
Senior
Principal
Distribution
Amount:
With
respect to a
Distribution
Date,
the sum of the Senior
Principal
Distribution Amounts for all Loan Groups for such Distribution
Date.
Available
Distribution
Amount:
As to any
Distribution
Date and each Loan Group, an amount equal to (a) the sum of (i) the
amount
relating to the Mortgage
Loans on deposit in the Custodial
Account as of the close of business on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial
Account in connection
with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on the
immediately
preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related
Certificate
Account Deposit Date pursuant
to the second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account pursuant to Section 4.07, (v) any
amount that the Master
Servicer is not
permitted
to withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant to
Section 3.16(e),
(vi) any amount received by the Trustee pursuant to the Surety Bond
in respect of such Distribution
Date,
(vii) the
proceeds of any Pledged Assets
received by the Master
Servicer and (viii) any additional
amounts to be included with respect to such
Loan
Group,
as
applicable,
pursuant
to Section
4.02(m),
reduced by (b) the sum as of the close of
business
on the
immediately
preceding
Determination
Date of (w)
aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
and (y) amounts
permitted
to be withdrawn
by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans in the related Loan
Group pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Available
Funds Cap: With respect to any
Distribution
Date on or after the
Distribution
Date in May 2007 and on or before
the
Distribution
Date in September 2008 and the Class III-A-7
Certificates,
6.00% per annum plus amounts,
if any, paid pursuant to
the Yield Maintenance
Agreement and distributed to the Holders of the Class III-A-7
Certificates on that Distribution Date, expressed
as a per annum rate.
With
respect to any
Distribution
Date after the
Distribution
Date in
September
2008 and the Class
III-A-7
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) $267,286,
over (B) the
aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific
Classes of Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the
first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the Bankruptcy
Amount
calculated as of the close of business on the Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding
with or preceding such date of
determination
(or, if
such date of
determination
is an
anniversary
of the Cut-off
Date,
the Business Day
immediately
preceding
such date of
determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greatest of
(A)
(i) if the
aggregate
principal
balance of the
Non-Primary
Residence
Loans as of the
Relevant
Anniversary is less than 10% of the Stated Principal
Balance of the Mortgage Loans as of the Relevant
Anniversary,
$0.00,
or
(ii)
if the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans
as of the
Relevant
Anniversary
is equal to or
greater
than 10% of the
Stated
Principal
Balance
of the
Mortgage
Loans as of the
Relevant
Anniversary,
the sum of (I) the aggregate
principal
balance of the
Non-Primary
Residence Loans with a
Loan-to-Value
Ratio of greater
than
80.00% but less than or equal to 90.00%
(other
than
Additional
Collateral
Loans),
times 0.25%, (II) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value
Ratio of greater
than
90.00% but less than or equal to 95.00%
(other than
Additional
Collateral
Loans),
times
0.50%, and (III) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value
Ratio of
greater
than
95.00%
(other
than
Additional
Collateral
Loans)
times
0.75%,
in each case as of the
Relevant
Anniversary;
(B)
the greater of (i) the
product of (x) an amount
equal to the
largest
difference
in the related
Monthly
Payment
for any
Non-Primary
Residence
Loan
remaining
in the
Mortgage
Pool
(other
than
Additional
Collateral
Loans)
which
had an
original
Loan-to-Value
Ratio of 80% or
greater
that
would
result if the Net
Mortgage Rate thereof was equal to the weighted
average
(based on the principal
balance of the Mortgage
Loans as
of the Relevant
Anniversary)
of the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary
less
1.25% per
annum,
(y) a number
equal to the
weighted
average
remaining
term to
maturity,
in
months,
of all
Non-Primary
Residence
Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the
quotient of the number of all
Non-Primary
Residence
Loans
remaining
in the
Mortgage
Pool divided by the total
number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000, and
(C)
the greater of (i) 0.0006 times the aggregate
principal
balance of all the Mortgage
Loans in the
Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio (other than Additional
Collateral Loans)
at origination which exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates in accordance with Section 4.05 since the Relevant
Anniversary.
The
Bankruptcy
Amount
may be
further
reduced
by the Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided that prior to any such reduction,
the Master Servicer shall (i) obtain written
confirmation
from each
Rating Agency that such reduction
shall not reduce the rating
assigned to any Class of
Certificates
by such Rating Agency below the
lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing Date by such Rating Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Capitalization
Reimbursement
Amount: As to any Distribution Date and Loan Group the amount of
Advances or Servicing Advances
that were
added to the Stated
Principal
Balance
of the
Mortgage
Loans in such Loan
Group
during
the prior
calendar
month and
reimbursed to the Master
Servicer or
Subservicer on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the
related
Capitalization
Reimbursement
Shortfall Amount remaining
unreimbursed from any prior Distribution Date and reimbursed to the
Master Servicer or Subservicer on or prior to such Distribution
Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan Group, the amount, if
any, by which the
amount of Advances or Servicing
Advances
that were added to the Stated
Principal
Balance of the
Mortgage
Loans in such Loan Group
during the
preceding
calendar
month
exceeds
the amount of
principal
payments on the
Mortgage
Loans
included in the
Available
Distribution Amount for that Loan Group and Distribution Date.
Certificate:
Any Class I-A-1, Class I-A-2,
Class I-A-3,
Class I-A-4, Class I-A-P, Class I-A-V, Class II-A-1,
Class II-A-2,
Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-P,
Class II-A-V,
Class III-A-1,
Class III-A-2,
Class III-A-3,
Class III-A-4,
Class III-A-5,
Class III-A-6,
Class III-A-7,
Class III-A-8,
Class III-A-9,
Class III-A-10,
Class III-A-11,
Class III-A-P,
Class
III-A-V,
Class IV-A-1,
Class IV-A-2,
Class IV-A-3,
Class V-A-1, Class V-A-2, Class V-A-P, Class V-A-V, Class R-I,
Class R-II, Class
R-III, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates.
Certificate
Account:
The
separate
account or accounts
created and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled "Deutsche Bank Trust Company Americas,
as trustee,
in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-QS4" and which must be an Eligible
Account.
Certificate
Group:
With
respect
to (i) Loan
Group I, the Group I Senior
Certificates;
(ii) Loan
Group II, the Group II
Senior Certificates;
(iii) Loan Group III, the Group III Senior
Certificates,
(iv) Loan Group IV, the Class II-A-P, Class II-A-V and
Group IV Senior Certificates and (v) Loan Group V, the Group V
Senior Certificates.
Certificate Policy:
None.
Class A-P
Certificates:
The Class I-A-P
Certificates,
which
relate to and are payable
from the Group I Loans,
the Class
II-A-P
Certificates,
which relate to and are payable from the Group II Loans and the
Group IV Loans, the Class III-A-P
Certificates,
which
relate to and are payable
from the Group III Loans and the Class V-A-P
Certificates,
which relate to and are payable from the
Group V Loans.
Class A-V Certificates:
The Class I-A-V
Certificates,
which relate to and are payable from the Group I Loans,
Class II-A-V
Certificates,
which
relate to and are
payable
from the Group II Loans and Group IV Loans,
the Class
III-A-V
Certificates,
which
relate to and are payable from the Group III Loans and the Class
V-A-V
Certificates,
which relate to and are payable from the Group V
Loans.
Class I-A Percentage:
With respect to any
Distribution
Date, the percentage
equal to the aggregate
Certificate
Principal
Balance of the Group I Senior
Certificates,
other than the Class I-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the aggregate
Stated
Principal
Balance of all of the Mortgage Loans in Loan Group I, other than
the Discount
Fraction of
the Discount
Mortgage Loans in Loan Group I,
immediately
prior to that
Distribution
Date. The Class I-A Percentage
will initially
equal approximately 93.49% and will in no event exceed 100%.
Class II-A Percentage:
With respect to any Distribution
Date, the percentage
equal to the aggregate
Certificate
Principal
Balance of the Group II Senior
Certificates,
other than the Class II-A-P
Certificates,
immediately
prior to that Distribution Date
divided by the aggregate
Stated Principal
Balance of all of the Mortgage Loans in Loan Group II, other than
the Discount
Fraction of
the Discount Mortgage Loans in Loan Group II,
immediately
prior to that
Distribution
Date. The Class II-A Percentage will initially
equal approximately 93.49% and will in no event exceed 100%.
Class III-A Percentage:
With respect to any Distribution
Date, the percentage equal to the aggregate
Certificate
Principal
Balance of the Group III Senior Certificates,
other than the Class III-A-P
Certificates,
immediately prior to that Distribution Date
divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans in Loan Group III, other than
the Discount
Fraction of
the
Discount
Mortgage
Loans in Loan
Group III,
immediately
prior to that
Distribution
Date.
The Class
III-A
Percentage
will
initially equal approximately 93.45% and will in no event exceed
100%.
Class III-A-7 Payment Balance: With respect to any Distribution
Date specified below and the Class III-A-7
Certificates,
the
lesser of (1) the Certificate
Principal Balance of the Class III-A-7 Certificates
immediately prior to that Distribution Date and (2)
the amount of the "Class III-A-7 Schedule Balance" specified below
for that Distribution Date:
CLASS III-A-7
DISTRIBUTION DATE
SCHEDULE BALANCE
May 2007
44,530,722.26
June 2007
42,659,898.72
July 2007
40,600,509.02
August 2007
38,356,281.15
September 2007
35,931,689.53
October 2007
33,331,949.15
November 2007
30,563,005.96
December 2007
27,631,523.38
January 2008
24,544,864.89
February 2008
21,311,072.68
March 2008
17,938,842.53
April 2008
14,637,295.10
May 2008
11,518,590.10
June 2008
8,580,203.77
July 2008
5,819,529.00
August 2008
3,233,876.39
September 2008
820,475.61
Class IV-A Percentage:
With respect to any Distribution
Date, the percentage
equal to the aggregate
Certificate
Principal
Balance of the Group IV Senior
Certificates,
immediately
prior to that
Distribution
Date divided by the aggregate Stated Principal
Balance of all of the Mortgage
Loans in Loan Group IV, other than the Discount
Fraction of the Discount
Mortgage Loans in Loan Group
IV,
immediately prior to that Distribution
Date. The Class IV-A Percentage will initially equal
approximately
93.46% and will in no
event exceed 100%.
Class V-A Percentage:
With respect to any
Distribution
Date, the percentage
equal to the aggregate
Certificate
Principal
Balance of the Group V Senior
Certificates,
other than the Class V-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the aggregate
Stated
Principal
Balance of all of the Mortgage Loans in Loan Group V, other than
the Discount
Fraction of
the Discount
Mortgage Loans in Loan Group V,
immediately
prior to that
Distribution
Date. The Class V-A Percentage
will initially
equal approximately 93.47% and will in no event exceed 100%.
Class R Certificate: Any one of the Class R-I, Class R-II and R-III
Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate:
Any one of the Class R-II
Certificates
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one of the
Class
R-III
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 III for purposes of the REMIC
Provisions.
Closing Date:
March 29, 2007.
Compensating
Interest:
With
respect to any
Distribution
Date and each Loan Group an amount equal to
Prepayment
Interest
Shortfalls
resulting
from
Principal
Prepayments
in Full during the related
Prepayment
Period and
Curtailments
during the prior
calendar month and included in the Available
Distribution
Amount for the such Loan Group on such Distribution Date, but not
more than
the lesser of (a)
one-twelfth
of 0.125% of the aggregate
Stated
Principal
Balance of the Mortgage
Loans in the related Loan Group
immediately
preceding
such
Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on amounts
held in the
Custodial Account and the Certificate Account and payable to the
Certificateholders
with respect to the Mortgage Loans in the related
Loan Group and such
Distribution
Date;
provided
that for purposes of this
definition
the amount of the
Servicing Fee will not be
reduced pursuant to Section 7.02(a) except as may be required
pursuant to the last sentence of such Section.
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement shall be
administered,
which office at the date of the execution of this instrument is
located at 1761
East St. Andrew Place, Santa Ana, California 92705-4934, Attention:
Residential Funding Company, LLC Series 2007-QS4.
Cut-off Date:
March 1, 2007.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each Distribution Date.
Discount
Net
Mortgage
Rate:
With
respect to Loan Group I, 6.25% per annum.
With
respect to Loan Group II and Loan Group
IV, 7.00% per annum. With respect to Loan Group III, 6.00% per
annum.
With respect to Loan Group V, 5.75% per annum.
Due Period:
With respect to each Distribution Date, the calendar month in which
such Distribution Date occurs.
Eligible
Funds:
With
respect to any
Distribution
Date and Loan
Group,
such Loan
Group's
portion of an amount
that is
allocated
among the Loan Groups pro rata,
based on the aggregate
unpaid Class A-P Collection
Shortfalls for each Loan Group,
which
amount is equal to the
excess
of (a) the
Aggregate
Available
Distribution
Amount,
over (b) the sum of (i) the
Aggregate
Senior
Interest
Distribution
Amount,
(ii) the
Aggregate
Senior
Principal
Distribution
Amount,
(determined
without
regard to Section
4.02(a)(ii)(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.
Excess
Subordinate
Principal
Amount:
With respect to any Distribution
Date on which the Certificate
Principal Balance of
the Class of Subordinate
Certificates
then outstanding with the Lowest Priority is to be reduced to zero
and on which Realized Losses
are to be allocated to such Class or Classes,
the excess,
if any, of (i) the amount that would otherwise be
distributable in respect
of
principal
on such Class or Classes of
Certificates
on such
Distribution
Date over (ii) the excess,
if any,
of the
aggregate
Certificate
Principal Balance of such Class or Classes of Certificates
immediately prior to such Distribution Date over the aggregate
amount of
Realized
Losses to be
allocated
to such
Classes
of
Certificates
on such
Distribution
Date as
reduced by any amount
calculated
pursuant to clause (E) of the
definition of Class A-P Principal
Distribution
Amount.
The Excess
Subordinate
Principal
Amount will be allocated
among the Loan Groups on a pro rata basis in
accordance
with the amount of Realized
Losses on the Mortgage
Loans in each such Loan Group allocated to the Certificates on that
Distribution Date.
Floater Certificates:
Any of the Class II-A-1, Class II-A-3, Class II-A-4, Class III-A-7
and Class IV-A-1 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.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group III Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group III Loans.
Group IV Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group IV Loans.
Group V Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group V Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-P, Class I-A-V and
Class R-I
Certificates, which relate to and are payable primarily from the
Group I Loans.
Group II Senior
Certificates:
The Class II-A-1,
Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
II-A-P, Class
II-A-V and Class R-II
Certificates,
which relate to and are payable
primarily from the Group II Loans, and with respect to the Class
II-A-P Certificates and Class II-A-V Certificates, from the Group
IV Loans.
Group III Senior Certificates:
The Class III-A-1,
Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5, Class
III-A-6,
Class
III-A-7,
Class
III-A-8,
Class
III-A-9,
Class
III-A-10,
Class
III-A-11,
Class
III-A-P,
Class
III-A-V
and Class R-III
Certificates, which relate to and are payable from the Group III
Loans.
Group IV Senior Certificates:
The Class IV-A-1,
Class IV-A-2 and Class IV-A-3 Certificates,
which relate to and are payable
primarily from the Group IV Loans.
Group V Senior Certificates:
The Class V-A-1, Class V-A-2, Class V-A-P and Class V-A-V
Certificates,
which relate to and are
payable primarily from the Group V Loans.
Initial Monthly Payment Fund:
$159,592.19,
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:
With
respect
to the Class
I-A-2
Certificates,
$500,000,
with
respect
to the
Class
II-A-2
Certificates,
$56,421,000,
with
respect
to
the
Class
II-A-5
Certificates,
$142,806,000,
with
respect
to the
Class
III-A-8
Certificates,
$46,210,000,
with respect to the Class IV-A-2 Certificates,
$49,758,800, with respect to the Class I-A-V Certificates,
the aggregate
Cut-off Date Principal
Balance of the Group I Loans
corresponding to the
Uncertificated
REMIC I Regular Interests Z1
corresponding to the Uncertificated
REMIC II Regular Interests Z1 corresponding to the
Uncertificated
REMIC III Regular Interests Z1
represented by such Class as of the Cut-off Date, with respect to
the Class II-A-V
Certificates,
the aggregate Cut-off Date Principal
Balance of the Group II Loans or Group IV Loans
corresponding to the
Uncertificated
REMIC I Regular Interests Z2 or Z4 corresponding
to the
Uncertificated
REMIC II Regular
Interests Z2 or Z4 corresponding to the
Uncertificated
REMIC III Regular Interests Z2 or Z4
represented
by such Class as of the
Cut-off
Date,
with
respect to the Class
III-A-V
Certificates,
the
aggregate
Cut-off
Date
Principal
Balance of the Group III Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests
Z3
corresponding
to the
Uncertificated
REMIC II Regular
Interests Z3 corresponding to the
Uncertificated
REMIC III Regular Interests Z3 represented by such
Class as of the Cut-off
Date,
with respect to the Class V-A-V
Certificates,
the
aggregate
Cut-off Date
Principal
Balance of the
Group V Loans
corresponding to the Uncertificated
REMIC I Regular Interests Z5 corresponding to the
Uncertificated
REMIC II Regular
Interests Z5 corresponding to the
Uncertificated
REMIC III Regular Interests Z5 represented by such Class as of the
Cut-off Date, and
with respect to any
Subclass
issued
pursuant to Section
5.01(c),
the
aggregate
Stated
Principal
Balance of the Mortgage
Loans
corresponding to the
Uncertificated
REMIC I Regular
Interests Z corresponding
to the
Uncertificated
REMIC II Regular
Interests Z
corresponding to the Uncertificated REMIC III Regular Interests Z
represented by such Subclass as of the Cut-Off 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:
3.20%
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 I-A-2,
Class II-A-2,
Class II-A-5,
Class
III-A-8,
Class IV-A-2,
Class
I-A-V,
Class II-A-V,
Class III-A-V and Class V-A-V
Certificates.
The Interest Only Certificates will have no Certificate
Principal
Balance.
Inverse Floater: Any of the Class II-A-2, Class II-A-5, Class
III-A-8 and Class IV-A-2 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.
LIBOR Business Day: 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.
Loan Group:
Any of Loan Group I, Loan Group II, Loan Group III, Loan Group IV
or Loan Group V.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Loan Group IV:
The group of Mortgage Loans comprised of the Group IV Loans.
Loan Group V:
The group of Mortgage Loans comprised of the Group V Loans.
Lockout Amount:
With respect to any Distribution
Date, an amount equal to the product of (i) the Lockout Percentage
for that
Distribution Date, (ii) a fraction,
the numerator of which is the aggregate Certificate Principal
Balance of the Class III-A-4,
Class
III-A-9 and Class III-A-10
Certificates
for that
Distribution
Date and the denominator of which is the aggregate
Stated
Principal
Balance
of the Group III Loans,
other
than the
Discount
Fraction
of each
Discount
Mortgage
Loan in Loan
Group
III,
for that
Distribution Date, and (iii) the aggregate of the collections
described in clauses (i) - (v) (net of amounts set forth in clause
(vi))
of the
definition
of the Senior
Principal
Distribution
Amount with respect to Loan Group III,
without
application
of the Senior
Percentage or the Senior Accelerated Distribution Percentage.
Lockout Certificates:
The Class III-A-4, Class III-A-9 and Class III-A-10 Certificates.
Lockout
Percentage:
For any
Distribution
Date
occurring
prior
to the
Distribution
Date in
April
2012,
0%.
For any
Distribution Date occurring
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: With respect to the Group I Senior Certificates,
Group II Senior
Certificates,
Group III Senior Certificates
and Group IV Senior
Certificates,
March 25, 2037, the Distribution Date immediately
following the latest scheduled
maturity date of
any Mortgage Loan in Loan Group I, Loan Group II, Loan Group III or
Loan Group IV. With respect to Group V Senior
Certificates,
March
25, 2022, the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in Loan Group V.
Mortgage
Loan
Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit
One-I (with
respect to Loan
Group I),
Exhibit
One-II (with respect to Loan Group II),
Exhibit
One-III (with
respect to Loan Group III),
Exhibit
One-IV (with
respect to Loan Group IV) and Exhibit
One-V (with
respect to Loan Group V) (in each case, as amended from time to
time to reflect the
addition of Qualified
Substitute
Mortgage Loans),
which list or lists shall set forth the following
information as to each Mortgage
Loan in the related Loan Group:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and
at which the Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or vacation
residence; and
(xii)
a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Notional Amount:
As of any Distribution
Date, (i) with respect to the Class I-A-2
Certificates,
an amount equal to 2.5% of
the Certificate
Principal Balance of the Class I-A-1
Certificates
immediately
prior to such date;
provided,
however,
for federal
income tax purposes,
as of any
Distribution
Date,
with respect to the Class I-A-2
Certificates,
the
equivalent of the foregoing,
expressed as 2.5% of the
Uncertificated
Principal
Balance of
Uncertificated
REMIC II Regular
Interest N; (ii) with respect to the
Class II-A-2 Certificates,
an amount equal to the aggregate
Certificate
Principal Balance of the Class II-A-1 Certificates and Class
II-A-3 Certificates
immediately prior to such date; provided,
however, for federal income tax purposes,
as of any Distribution Date,
with respect to the Class II-A-2 Certificates,
the equivalent of the foregoing,
expressed as the Uncertificated
Principal Balance of
Uncertificated
REMIC II Regular
Interest
P;
(iii) with
respect to the
II-A-5
Certificates,
an amount
equal to the
Certificate
Principal
Balance of the Class
II-A-4
Certificates
immediately
prior to such
date;
provided,
however,
for
federal
income tax
purposes,
as of any Distribution Date, with respect to the Class II-A-5
Certificates,
the equivalent of the foregoing,
expressed as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC II
Regular
Interest
Q; (iv)
with
respect
to the Class
III-A-8
Certificates,
an amount equal to the Certificate
Principal Balance of the Class III-A-7 Certificates
immediately prior to such date;
provided,
however, for federal income tax purposes, as of any Distribution
Date, with respect to the Class III-A-8
Certificates,
the
equivalent of the foregoing,
expressed as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC II Regular Interest S; (v)
with respect to the Class IV-A-2
Certificates,
an amount equal to the Certificate
Principal Balance of the Class IV-A-1 Certificates
immediately prior to such date; provided,
however,
for federal income tax purposes,
as of any Distribution Date, with respect to the
Class IV-A-2 Certificates,
the equivalent of the foregoing,
expressed as the Uncertificated Principal Balance of Uncertificated
REMIC
II Regular
Interest T and (vi)(i) with respect to any Class I-A-V
Certificates or Subclass thereof issued pursuant to Section 5.01(c)
of the Standard
Terms,
the aggregate
Stated
Principal
Balance of the Group I Loans
corresponding
to the
Uncertificated
REMIC I
Regular Interests Z1 corresponding to the Uncertificated
REMIC II Regular Interests Z1 corresponding to the
Uncertificated
REMIC III
Regular
Interests
Z1
represented
by such Class or Subclass
immediately
prior to such date,
(ii) with respect to any Class II-A-V
Certificates or Subclass thereof issued pursuant to Section 5.01(c)
of the Standard Terms,
the aggregate
Stated Principal
Balance of
the Group II Loans or Group IV Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests Z2 or Z4
corresponding
to the
Uncertificated
REMIC II
Regular
Interests
Z2 or Z4
corresponding
to the
Uncertificated
REMIC
III
Regular
Interests
Z2 or Z4
represented
by such Class or
Subclass
immediately
prior to such date,
(iii) with
respect
to any Class
III-A-V
Certificates
or
Subclass
thereof issued pursuant to Section 5.01(c) of the Standard Terms,
the aggregate
Stated
Principal
Balance of the Group III
Loans corresponding to the Uncertificated
REMIC I Regular Interests Z3 corresponding to the Uncertificated
REMIC II Regular Interests
Z3 corresponding to the Uncertificated
REMIC III Regular Interests Z3 represented by such Class or
Subclass
immediately prior to such
date and (iv) with respect to any Class V-A-V
Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c) of the Standard
Terms, the aggregate Stated Principal
Balance of the Group V Loans
corresponding to the
Uncertificated
REMIC I Regular Interests Z5
corresponding to the Uncertificated
REMIC II Regular Interests Z5 corresponding to the
Uncertificated
REMIC III Regular Interests Z5
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
Certificates,
Class A-V
Certificates
and Class A-P
Certificates),
Class M Certificates
and Class B Certificates
and any
Distribution
Date, the per annum
rates set forth in the Preliminary Statement hereto.
o
With
respect to the Class
II-A-1
Certificates
and the initial
Interest
Accrual
Period,
5.65% per annum,
and as to any
Interest
Accrual Period
thereafter,
a per annum rate equal to LIBOR plus 0.33%,
with a maximum rate of 7.00% and a
minimum rate of 0.33% per annum.
o
With
respect to the Class
II-A-2
Certificates
and the initial
Interest
Accrual
Period,
1.35% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to 6.67% minus LIBOR,
with a maximum rate of 6.67% per
annum and a minimum rate of 0.00% per annum.
o
With
respect to the Class
II-A-3
Certificates
and the initial
Interest
Accrual
Period,
5.65% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus 0.33%,
with a maximum
rate of 7.00% per
annum and a minimum rate of 0.33% per annum.
o
With
respect to the Class
II-A-4
Certificates
and the initial
Interest
Accrual
Period,
5.66% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus 0.34%,
with a maximum
rate of 7.00% per
annum and a minimum rate of 0.34% per annum.
o
With
respect to the Class
II-A-5
Certificates
and the initial
Interest
Accrual
Period,
1.34% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to 6.66% minus LIBOR,
with a maximum rate of 6.66% per
annum and a minimum rate of 0.00% per annum.
o
With respect to the Class
III-A-7
Certificates
and the initial
Interest
Accrual
Period,
5.92% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus 0.60%,
with a maximum
rate equal to the
Available
Funds Cap and a minimum rate of 0.60% per annum.
For federal income tax purposes,
the
Pass-Through
Rate
described above will be subject to a maximum rate equal to 6.00%.
o
With respect to the Class
III-A-8
Certificates
and the initial
Interest
Accrual
Period,
0.08% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to 5.40% minus LIBOR,
with a maximum rate of 5.40% per
annum and a minimum rate of 0.00% per annum.
o
With
respect to the Class
IV-A-1
Certificates
and the initial
Interest
Accrual
Period,
5.72% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus 0.40%,
with a maximum
rate of 7.50% per
annum and a minimum rate of 0.40% per annum; provided,
however, that from the Distribution Date in April 2007 through
and including the
Distribution
Date in March 2008, if the annualized rate of prepayments,
or CPR rate, on the Group
IV Loans in the month
immediately
preceding the Distribution
Date exceeds 30%, the Class IV-A-1
Certificates
will
receive no interest on that Distribution Date.
o
With
respect to the Class
IV-A-2
Certificates
and the initial
Interest
Accrual
Period,
1.78% per annum,
and as to any
Interest
Accrual
Period
thereafter,
a per annum rate equal to 7.10% minus LIBOR,
with a maximum rate of 7.10% per
annum and a minimum rate of 0.00% per annum; provided,
however, that from the Distribution Date in April 2007 through
and including the
Distribution
Date in March 2008, if the annualized rate of prepayments,
or CPR rate, on the Group
IV Loans in the month immediately
preceding the Distribution Date exceeds 30%, the Class IV-A-2
Certificates will be
entitled to receive interest accrued on and otherwise
payable to the Class IV-A-1
Certificates for that Distribution
Date, subject to a maximum rate of 7.50% per annum.
With respect to each Class of 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 in the related Loan
Group 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 I-A-V,
Class
II-A-V,
Class III-A-V and Class V-A-V
Certificates
and the
initial
Distribution
Date, the Pass-Through
Rate is equal to 0.1215% , 0.2145%,
0.3704% and 0.4312% per annum,
respectively.
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 in the related
Loan Group
corresponding
to the
Uncertificated
REMIC I
Regular Interests Z1, Z2, Z3, Z4 or Z5, as applicable,
corresponding to the
Uncertificated
REMIC II Regular Interests Z1, Z2, Z3, Z4
or Z5,
as
applicable,
corresponding
to the
Uncertificated
REMIC III
Regular
Interests
Z1,
Z2,
Z3,
Z4 or Z5, as
applicable,
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 Class A-P
Certificates
have no Pass-Through
Rate and are not
entitled to Accrued
Certificate
Interest.
The Pass-Through Rate on the Class M Certificates and Class B
Certificates is equal to the
weighted average of 6.25%,
7.00%,
6.00%, 7.00% and 5.75% per annum weighted on the basis of the
Subordinate
Percentage of Loan Group
I, Loan Group II, Loan Group III, Loan Group IV and Loan Group V,
respectively.
The Pass-Through Rate on the Class M Certificates and
Class B Certificates with respect to the initial Interest Accrual
Period is approximately 6.35% per annum.
Pool Strip Rate:
With respect to each
Mortgage
Loan in any Loan Group,
a per annum rate equal to the excess of (a) the Net
Mortgage Rate of such Mortgage Loan over (b) the Discount Net
Mortgage Rate for such Loan Group (but not less than 0.00%) per
annum.
Prepayment
Assumption:
With respect to Loan Group I and Loan Group V, the prepayment
assumption to be used for
determining
the accrual of original issue
discount and premium and market
discount on the related
Certificates
for federal income tax purposes,
which assumes a constant
prepayment rate of 8.0% per annum of the then outstanding
principal balance of the related Mortgage Loans in
the first month of the life of such Mortgage Loans and an
additional
approximately
1.454545% per annum in each month thereafter until
the twelfth month,
and beginning in the twelfth month and in each month
thereafter
during the life of the related
Mortgage Loans, a
constant prepayment rate of 24.0% per annum.
With respect to Loan Group III, the prepayment
assumption to be used for
determining
the accrual of original issue discount
and premium and market discount on the related
Certificates for federal income tax purposes,
which assumes a constant prepayment rate
of 6.0% per annum of the then
outstanding
principal
balance of the
related
Mortgage
Loans in the first
month of the life of such
Mortgage Loans and an additional
approximately
1.090909% per annum in each month thereafter until the twelfth
month, and beginning in
the twelfth month and in each month thereafter
during the life of the related Mortgage Loans, a constant
prepayment rate of 18.0% per
annum.
With
respect
to Loan Group II and Loan
Group IV,
the
prepayment
assumption
to be used for
determining
the
accrual of
original issue discount and premium and market discount on the
related
Certificates
for federal income tax purposes,
which assumes a
constant
prepayment
rate of 10.0% per annum of the then
outstanding
principal
balance of the related
Mortgage
Loans in the first
month of the life of such
Mortgage
Loans and an
additional
approximately
1.363636%
per annum in each month
thereafter
until the
twelfth
month,
and beginning in the twelfth
month and in each month
thereafter
during the life of the related
Mortgage
Loans,
a
constant prepayment rate of 25.0% per annum.
Prepayment
Distribution
Percentage:
With respect to any
Distribution
Date and each Class of Subordinate
Certificates and
each Loan Group, under the applicable circumstances set forth
below, the respective percentages set forth below:
(i)
For any Distribution Date prior to the Distribution Date in April
2012 (unless the Certificate
Principal Balances of
the related Senior Certificates (other than the related Class A-P
Certificates), have been reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed
in clause (i) above on which any Class of
Subordinate
Certificates
are
outstanding:
(a)
in the case of the Class of Subordinate
Certificates
then
outstanding
with the Highest Priority
and each other Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a percentage,
the numerator of which is the Certificate
Principal
Balance of
such
Class
immediately
prior to such date and the
denominator
of which is the sum of the
Certificate
Principal
Balances
immediately
prior to such date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate Certificates for
which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii)
Notwithstanding
the foregoing,
if the
application
of the foregoing
percentages
on any
Distribution
Date as provided in
Section 4.02 of this Series
Supplement
(determined
without regard to the proviso to the definition of "Subordinate
Principal
Distribution
Amount") would result in a
distribution
in respect of principal of any Class or Classes of
Subordinate
Certificates
in an amount greater than the remaining
Certificate
Principal
Balance thereof (any such
Class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced
to a level that,
when applied as described
above,
would exactly reduce the Certificate
Principal
Balance of such
Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of Subordinate
Certificates (any such
Class, a
"Non-Maturing
Class") shall be
recalculated in accordance with the provisions in paragraph (ii)
above, as
if the
Certificate
Principal
Balance
of each
Maturing
Class
had
been
reduced
to zero
(such
percentage
as
recalculated,
the "Recalculated Percentage");
(c) the total amount of the reductions in the Prepayment
Distribution
Percentages
of the
Maturing
Class or Classes
pursuant to clause (a) of this
sentence,
expressed as an aggregate
percentage,
shall be
allocated
among the
Non-Maturing
Classes in
proportion
to their
respective
Recalculated
Percentages
(the
portion of such
aggregate
reduction
so allocated to any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage
thereof,
calculated in
accordance
with the
provisions in paragraph
(ii) above as if the
Certificate
Principal
Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
Prepayment
Distribution
Trigger:
With respect to any
Distribution
Date and any Class of Subordinate
Certificates
(other
than the Class M-1
Certificates),
a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the
Certificate
Principal
Balances
of such
Class and each
Class of
Subordinate
Certificates
with a Lower
Priority
than such Class
immediately
prior to such
Distribution
Date divided by the aggregate Stated
Principal
Balance of all of the Mortgage Loans (or REO
Properties)
immediately
prior
to such
Distribution
Date is
greater
than or
equal to the sum of the
Initial
Subordinate
Class
Percentages of such Class and each Class of Subordinate
Certificates with a Lower Priority.
Principal
Only
Certificates:
Any one of the Class
I-A-P,
Class
II-A-P,
Class
III-A-P,
Class
IV-A-3
and Class
V-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 II
Regular
Interest,
other
than any
Uncertificated
REMIC II
Regular
Interest Z, those Classes of Certificates
identified as "Related
Classes of
Certificates"
to such
Uncertificated
REMIC II Regular
Interest in the definition of
Uncertificated
REMIC II Regular
Interest.
As to any
Uncertificated
REMIC II Regular Interest Z, the
Class A-V
Certificates or Subclass thereof issued pursuant to Section 5.01(c)
of the Standard Terms
representing
the
Uncertificated
REMIC III Regular Interest Z corresponding to such Uncertificated
REMIC II Regular Interest Z.
REMIC I: The segregated pool of assets
(exclusive of the Yield
Maintenance
Agreement,
which is not an asset of any REMIC),
with respect to which a REMIC election is to be made, consisting
of:
(i)
the
Mortgage Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect of the
Mortgage
Loans due after the
Cut-off
Date (other than
Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the
Custodial
Account or
in the
Certificate
Account and identified as belonging to the Trust Fund,
including the proceeds from the
liquidation
of Additional
Collateral
for any Additional
Collateral
Loan,
but not including
amounts on
deposit in the Initial Monthly Payment Fund,
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance
policies and Primary
Insurance
Policies,
if any, the Pledged Assets with respect to
each Pledged Asset Mortgage Loan,
and the interest in the Surety Bond
transferred to the Trustee
pursuant
to Section 2.01 herein, in each case related to Mortgage Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Y
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts
by which the
Uncertificated
Principal
Balances of
Uncertificated
REMIC I Regular
Interests
Y-I,
Y-II,
Y-III and Y-IV will be reduced on such
Distribution
Date by the
allocation of Realized Losses and the distribution of principal,
determined as described in Appendix I.
REMIC I Y-I
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I Y-I Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to Uncertificated
REMIC I Regular Interest Y-I on such
Distribution Date in reduction of the principal balance thereof.
REMIC I Y-I
Principal
Reduction
Amount:
The
REMIC I Y
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Y-I as determined pursuant to the provisions of Appendix
I.
REMIC I Y-II Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC I Y-II Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to
Uncertificated
REMIC I Regular Interest Y-II on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Y-II
Principal
Reduction
Amount:
The REMIC I Y
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Y-II as determined pursuant to the provisions of Appendix
I.
REMIC I Y-III Principal
Distribution
Amount:
For any Distribution
Date, the excess, if any, of the REMIC I Y-III Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses allocated to
Uncertificated
REMIC I Regular Interest Y-III on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Y-III
Principal
Reduction
Amount:
The REMIC I Y
Principal
Reduction
Amount for
Uncertificated
REMIC I Regular
Interest Y-III as determined pursuant to the provisions of Appendix
I.
REMIC I Y-IV Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC I Y-IV Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to
Uncertificated
REMIC I Regular Interest Y-IV on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Y-IV
Principal
Reduction
Amount:
The REMIC I Y
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Y-IV as determined pursuant to the provisions of Appendix
I.
REMIC I Z
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts
by which the
Uncertificated
Principal
Balances of the
Uncertificated
REMIC I Regular
Interests Z-I, Z-II, Z-III and Z-IV will be reduced on such
Distribution Date by the
allocation
of Realized
Losses and the
distribution
of
principal,
which shall be in each case the excess of (A) the sum of (x) the
excess of the
Available
Distribution
Amount for the related Loan Group (i.e.
the "related
Loan Group" for
Uncertificated
REMIC I
Regular
Interest Z-I is Loan Group I, and the "related Loan Group" for
Uncertificated
REMIC I Regular Interest Z-II is Loan Group II
and Loan Group IV, the "related Loan Group" for
Uncertificated
REMIC I Regular Interest Z-III is Loan Group III and the "related
Loan
Group" for
Uncertificated
REMIC I Regular
Interest Z-IV is Loan Group V) over the sum of the amounts
thereof
distributable
(i) in
respect of Uncertificated
Accrued Interest on such regular interest,
the related
Uncertificated
REMIC I Regular Interest Y-I, Y-II,
Y-III or Y-IV,
as
applicable,
and the
Uncertificated
REMIC I Regular
Interests Z relating to Mortgage
Loans in the related
Loan
Group(s),
(ii) to the Uncertificated REMIC I Regular Interests pursuant to
clause (E)(1) of the definition of "Uncertificated
REMIC I
Distribution Amount",
(iii) to Uncertificated REMIC I Regular Interests I-A-P, II-A-P,
III-A-P and V-A-P, and (iv) in the case of the
Group I Loans,
to the Class R-I
Certificates
and (y) the amount of Realized
Losses
allocable
to
principal
for the related
Loan
Group(s) over (B) the REMIC I Y Principal Reduction Amount for the
related Loan Group.
REMIC I Z-I
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I Z-I Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to Uncertificated
REMIC I Regular Interest Z-I on such
Distribution Date in reduction of the principal balance thereof.
REMIC I Z-I
Principal
Reduction
Amount:
The
REMIC I Z
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Z-I as determined pursuant to the provisions of Appendix
I.
REMIC I Z-II Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC I Z-II Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to
Uncertificated
REMIC I Regular Interest Z-II on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Z-II
Principal
Reduction
Amount:
The REMIC I Z
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Z-II as determined pursuant to the provisions of Appendix
I.
REMIC I Z-III Principal
Distribution
Amount:
For any Distribution
Date, the excess, if any, of the REMIC I Z-III Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses allocated to
Uncertificated
REMIC I Regular Interest Z-III on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Z-III
Principal
Reduction
Amount:
The REMIC I Z
Principal
Reduction
Amount for
Uncertificated
REMIC I Regular
Interest Z-III as determined pursuant to the provisions of Appendix
I.
REMIC I Z-IV Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC I Z-IV Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to
Uncertificated
REMIC I Regular Interest Z-IV on
such Distribution Date in reduction of the principal balance
thereof.
REMIC I Z-IV
Principal
Reduction
Amount:
The REMIC I Z
Principal
Reduction
Amount
for
Uncertificated
REMIC I Regular
Interest Z-IV as determined pursuant to the provisions of Appendix
I.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular
Interests,
with respect to which a
separate REMIC election is to be made.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III: The segregated pool of assets consisting of the
Uncertificated
REMIC II Regular
Interests,
with respect to which
a separate REMIC election is to be made.
REMIC III Certificates:
Any Class of Certificates (other than the Class R-I Certificates
and the Class R-II Certificates).
Senior
Accelerated
Distribution
Percentage:
With respect to any Loan Group and any Distribution Date occurring
on or prior
to the 60th
Distribution
Date and any Loan Group,
100%.
With respect to any
Distribution
Date
thereafter
and such Loan Group as
follows:
(i)
for any Distribution Date after the 60th
Distribution Date but on or prior to the 72nd Distribution
Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii)
for any Distribution Date after the 72nd
Distribution Date but on or prior to the 84th Distribution
Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii)
for any Distribution Date after the 84th
Distribution Date but on or prior to the 96th Distribution
Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv)
for any
Distribution
Date after the 96th
Distribution
Date but on or prior to the 108th
Distribution
Date,
the
related
Senior Percentage for such Distribution Date plus 20% of the
related Subordinate Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution
Percentage
described above for any Loan Group shall
not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding
principal
balance of the Mortgage Loans
delinquent 60 days or more
(including
Mortgage
Loans which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in
bankruptcy and any REO Property) averaged over the last six months,
as a percentage of the aggregate
outstanding
Certificate
Principal
Balance of the related
Subordinate
Certificates,
is less than 50% or (Y) the
outstanding
principal
balance of
Mortgage Loans in all Loan Groups
delinquent 60 days or more (including
Mortgage Loans which are in
foreclosure,
have been
foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in bankruptcy
and any REO Property)
averaged
over the last six months, as a percentage of the aggregate
outstanding
principal balance of all Mortgage Loans averaged over
the last six months,
does not exceed 2% and (2) Realized Losses on the Mortgage Loans to
date for such
Distribution
Date if
occurring during the sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter)
after the Closing Date are less
than 30%,
35%,
40%,
45% or 50%,
respectively,
of the sum of the
Initial
Certificate
Principal
Balances of the related
Subordinate Certificates; or
(b)(1) the
outstanding
principal
balance of Mortgage Loans
delinquent 60 days or more
(including
Mortgage Loans
which are in
foreclosure,
have been
foreclosed
or
otherwise
liquidated,
or with
respect to which the
Mortgagor
is in
bankruptcy and any REO Property)
averaged over the last six months,
as a percentage of the aggregate
outstanding
principal
balance of all Mortgage
Loans averaged over the last six months,
does not exceed 4% and (2) Realized
Losses on the Mortgage
Loans to date for such Distribution
Date, if occurring during the sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter)
after
the
Closing
Date are less
than 10%,
15%,
20%,
25% or 30%,
respectively,
of the sum of the
Initial
Certificate Principal Balances of the related Subordinate
Certificates; and
(ii) that for any Distribution
Date on which the related Senior
Percentage is greater than the related Senior
Percentage as
of the Closing Date, the related Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing,
upon the reduction of the Certificate
Principal Balances of the Senior Certificates
related to a Loan
Group (other than the related Class A-P Certificates,
if any) to zero, the related Senior
Accelerated
Distribution
Percentage shall
thereafter be 0%.
Senior
Certificate:
Any
one
of
the
Group
I
Senior
Certificates,
Group
II
Senior
Certificates,
Group
III
Senior
Certificates,
Group IV Senior Certificates or Group V Senior Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms
as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount: With respect to any Distribution Date and Loan Group, the
amount of Accrued Certificate
Interest required to be distributed from the related Available
Distribution
Amount to the Holders of the related Senior
Certificates
for that Distribution Date.
Senior Percentage:
The Class I-A Percentage,
Class II-A Percentage,
Class III-A Percentage,
Class IV-A Percentage or Class
V-A Percentage, as applicable.
Senior Principal
Distribution
Amount:
With respect to any Distribution Date and Loan Group the lesser of
(a) the balance of
the related
Available
Distribution
Amount
remaining
after the
distribution
of all amounts
required to be distributed
therefrom
pursuant to Section 4.02(a)(i),
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 Section
4.02(a)(ii)(X),
and (b) the sum of the amounts required to be distributed
to the Senior
Certificateholders
of the related
Certificate Group, other than the Class A-P Certificates,
on such Distribution Date
pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and
4.02(a)(xvii).
Senior Support Certificates:
Any of the Class II-A-3, Class III-A-10 and Class III-A-11
Certificates.
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $7,469,413 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 of the 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 14.50% (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 of the Mortgage Loans as of
the immediately preceding Distribution Date.
Subordinate
Certificate:
Any one of the
Class
M
Certificates
or
Class
B
Certificates,
executed
by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B and
Exhibit C,
respectively.
Subordinate Class Percentage:
With respect to any Distribution
Date and any Class of Subordinate
Certificates,
a fraction,
expressed
as a
percentage,
the
numerator
of which is the
aggregate
Certificate
Principal
Balance of such Class of
Subordinate
Certificates
immediately
prior to such date and the
denominator
of which is the aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or REO
Properties)
(other than the Discount
Fraction of each
Discount
Mortgage
Loan)
immediately
prior to such
Distribution Date.
Subordinate
Percentage:
With respect to any Loan Group, as of any date of determination a
percentage equal to 100% minus the
related Senior Percentage as of that date.
Subordinate
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date and
Loan
Group
and
each
Class of
Subordinate
Certificates,
(a) the sum of the following:
(i) such Class's pro rata share, based on the Certificate
Principal Balance
of each Class of Subordinate
Certificates then outstanding,
of the aggregate of the amounts calculated
(without giving effect to the
related
Senior
Percentages)
for such
Distribution
Date for the
related
Loan
Group
under
clauses
(1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A)
to the extent not payable to the
related
Senior
Certificates;
(ii) such
Class's
pro rata
share,
based on the
Certificate
Principal Balance of each Class of Subordinate
Certificates then outstanding,
of the principal
collections described in
Section
4.02(a)(ii)(Y)(B)(b)
for the related
Loan Group
(without
giving
effect to the
related
Senior
Accelerated
Distribution
Percentages) to the extent such
collections
are not otherwise
distributed to the related Senior
Certificates;
(iii) the product of
(x) the related Prepayment
Distribution
Percentage and (y) the aggregate of all Principal Prepayments in
Full received in the related
Prepayment
Period and
Curtailments
received
in the
preceding
calendar
month for the related
Loan Group
(other than the related
Discount
Fraction of such Principal
Prepayments in Full and
Curtailments
with respect to a related
Discount
Mortgage Loan) to the
extent not payable to the related Senior
Certificates;
(iv) if such Class is the Class of Subordinate
Certificates
with the Highest
Priority,
any related
Excess
Subordinate
Principal
Amount for the related
Loan Group for such
Distribution
Date not paid to the
related
Senior
Certificates;
and (v) any
amounts
described
in
clauses
(i),
(ii)
and
(iii)
as
determined
for any
previous
Distribution
Date, that remain
undistributed
to the extent that such amounts are not attributable to Realized
Losses which have been
allocated to a Class of Subordinate
Certificates
minus (b) the sum of (i) with respect to the Class of Subordinate
Certificates with
the Lowest Priority,
any related Excess Subordinate
Principal Amount for such Distribution Date; and (ii) the related
Capitalization
Reimbursement
Amount for such Loan Group and
Distribution
Date,
other than the
related
Discount
Fraction
of any portion of that
amount related to each related Discount
Mortgage Loan in the related Loan Group,
multiplied by a fraction,
the numerator of which is
the
Subordinate
Principal
Distribution
Amount for such Class of
Subordinate
Certificates,
without
giving
effect to this clause
(b)(ii),
and the denominator of which is the sum of the principal
distribution
amounts for all Classes of
Certificates
(other than
the Class A-P Certificates), without giving effect to any
reductions for the Capitalization Reimbursement Amount.
Super Senior
Certificates:
Any of the Class II-A-1,
Class II-A-4,
Class III-A-2,
Class
III-A-6,
Class III-A-7 and Class
III-A-9 Certificates.
Targeted
Principal
Balance:
With respect to the Class III-A-3
Certificates and any Distribution Date, the amount set forth
in Schedule C of the table entitled
"Aggregate
Planned Principal
Balances and Targeted
Principal
Balances" in Exhibit Five to this
Series Supplement for such Certificates opposite such Distribution
Date.
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 one
month's
interest
at the
related
Uncertificated
Pass-Through Rate on the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest,
(ii) as to
each
Uncertificated
REMIC II Regular
Interest
other than each
Uncertificated
REMIC II 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 II Regular Interest and (iii) as to each
Uncertificated
REMIC I Regular Interest Z,
Uncertificated
REMIC II Regular
Interest Z and
Uncertificated
REMIC III 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 regular
interest's
pro-rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the related 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 of the
Uncertificated
REMIC II Regular
Interests,
other than the
Uncertificated
REMIC II Regular
Interests
Z, the per annum rate
specified
in the
definition
of
Uncertificated
REMIC II Regular
Interests.
With respect to each
Uncertificated
REMIC I Regular
Interest
Z,
Uncertificated
REMIC II Regular
Interest Z and each
Uncertificated
REMIC III Regular
Interest Z, the Pool Strip Rate for the related Mortgage Loan.
Uncertificated
Principal
Balance:
With
respect
to each
Uncertificated
REMIC
I
Regular
Interest,
as
defined
in the
definition of Uncertificated
REMIC I Regular Interest.
With respect to each Uncertificated
REMIC II Regular Interest,
as defined in
the definition of Uncertificated REMIC II Regular Interest.
Uncertificated
REMIC I
Distribution
Amount:
For any
Distribution
Date, the Available
Distribution
Amount for each Loan
Group shall be distributed to the
Uncertificated
REMIC I Regular
Interests and the Class R-I
Certificates in the following
amounts
and priority:
(A)
To the extent of the Available Distribution Amount for Loan Group
I:
(1)
first, to the
Uncertificated
REMIC I Regular
Interests Z1,
Uncertificated
Accrued Interest thereon for such
Distribution
Date, plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date;
(2)
second, to Uncertificated
REMIC I Regular Interest I-A-P, an amount equal to the sum of the
Class A-P Principal
Distribution
Amounts for Loan Group I;
(3)
third,
to
Uncertificated
REMIC
I
Regular
Interests
Y-I
and
Z-I and the
Class
R-I
Certificates,
concurrently,
the
Uncertificated
Accrued Interest for such regular
interests and the Accrued
Certificate
Interest for such
Certificates
remaining
unpaid from previous
Distribution
Dates,
pro rata according to their
respective
shares of such unpaid amounts;
(4)
fourth,
to
Uncertificated
REMIC
I
Regular
Interests
Y-I
and Z-I and the
Class
R-I
Certificates,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests or the Accrued
Certificate
Interest for such
Certificates
for the current
Distribution
Date,
pro rata
according to their
respective
shares of such
amounts; and
(5)
fifth,
to
Uncertificated
REMIC I Regular
Interests Y-I and Z-I and the Class R-I
Certificates,
the REMIC I Y-I Principal
Distribution Amount, the REMIC I Z-I Principal
Distribution Amount and the Class R-I Certificate
principal
distribution amount, respectively.
(B)
To the extent of the Available Distribution Amount for Loan Group
II and Loan Group IV:
(1)
first,
to the
Uncertificated
REMIC I
Regular
Interests
Z2 and Z4,
Uncertificated
Accrued
Interest
thereon
for
such
Distribution
Date, plus any
Uncertificated
Accrued
Interest
thereon
remaining unpaid from any previous
Distribution Date;
(2)
second,
to
Uncertificated
REMIC I
Regular
Interest
II-A-P,
an
amount
equal
to the
sum of the
Class
A-P
Principal
Distribution Amounts for Loan Group II and Loan Group IV;
(3)
third, to Uncertificated REMIC I Regular Interests Y-II and Z-II,
concurrently,
the Uncertificated
Accrued Interest thereon
remaining unpaid from previous
Distribution
Dates,
pro rata according to their respective
shares of such
unpaid amounts;
(4)
fourth, to Uncertificated REMIC I Regular Interests Y-II and Z-II,
concurrently,
the Uncertificated Accrued Interest thereon
for the current Distribution Date, pro rata according to their
respective shares of such amounts; and
(5)
fifth,
to
Uncertificated
REMIC I Regular
Interests Y-II and Z-II, the REMIC I Y-II Principal
Distribution
Amount and the
REMIC I Z-II Principal Distribution Amount, respectively.
(C)
To the extent of the Available Distribution Amount for Loan Group
III:
(1)
first, to the
Uncertificated
REMIC I Regular
Interests Z3,
Uncertificated
Accrued Interest thereon for such
Distribution
Date, plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date;
(2)
second,
to
Uncertificated
REMIC I
Regular
Interest
III-A-P,
an
amount
equal
to the sum of the
Class
A-P
Principal
Distribution Amounts for Loan Group III;
(3)
third, to
Uncertificated
REMIC I Regular
Interests
Y-III and Z-III,
concurrently,
the
Uncertificated
Accrued
Interest
thereon remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares
of
such unpaid amounts;
(4)
fourth,
to
Uncertificated
REMIC I Regular
Interests Y-III and Z-III,
concurrently,
the
Uncertificated
Accrued Interest
thereon for the current
Distribution
Date, pro rata according to their respective
shares of such amounts;
and
(5)
fifth, to the Uncertificated
REMIC I Regular Interests Y-III and Z-III, the REMIC I Y-III
Principal
Distribution
Amount and
the REMIC I Z-III Principal Distribution Amount, respectively.
(D)
To the extent of the Available Distribution Amount for Loan Group
V:
(1)
first, to the
Uncertificated
REMIC I Regular
Interests Z5,
Uncertificated
Accrued Interest thereon for such
Distribution
Date, plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date;
(2)
second,
to the
Uncertificated
REMIC I
Regular
Interest
V-A-P,
an amount
equal to the sum of the
Class
A-P
Principal
Distribution Amounts for Loan Group V;
(3)
third, to the
Uncertificated
REMIC I Regular
Interests Y-IV and Z-IV,
concurrently,
the
Uncertificated
Accrued Interest
thereon remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares
of
such unpaid amounts;
(4)
fourth, to the
Uncertificated
REMIC I Regular Interests Y-IV and Z-IV,
concurrently,
the
Uncertificated
Accrued Interest
thereon for the current
Distribution
Date, pro rata according to their respective
shares of such amounts;
and
(5)
fifth, to the Uncertificated
REMIC I Regular Interests Y-IV and Z-IV, the REMIC I Y-IV Principal
Distribution Amount and the
REMIC I Z-IV Principal Distribution Amount, respectively.
(E)
To the
extent of the
Available
Distribution
Amount for such
Distribution
Date
remaining
after
payment of the
amounts
pursuant to paragraphs (A), (B), (C) and (D) of this definition of
"Uncertificated REMIC I Distribution Amount":
(1)
first, to each
Uncertificated
REMIC I Regular
Interest,
pro rata according to the amount of
unreimbursed
Realized Losses
allocable to principal
previously
allocated to each such regular
interest,
the
aggregate
amount of any
distributions
to the
Certificates
as
reimbursement
of such Realized
Losses on such
Distribution
Date
pursuant to Section 4.02(e);
provided,
however,
that any amounts
distributed
pursuant to this paragraph
(E)(1) of this
definition of
"Uncertificated
REMIC I Distribution
Amount" shall not cause a reduction in
the Uncertificated Principal Balances of any of the Uncertificated
REMIC I Regular Interests; and
(2)
second, to the Class R-I Certificates, any remaining amount.
On each
Distribution
Date the
Trustee
shall be deemed to
distribute
from
REMIC
II,
in the
priority
set forth in the
definition of the Uncertificated
REMIC II Regular Interest
Distribution Amount to itself as the holder of the Uncertificated
REMIC II
Regular
Interests and to the holders of the Class R-III
Certificates as the holders of the residual
interest in REMIC II the amounts
distributable thereon from the amounts deemed to have been received
by REMIC II from REMIC I under this definition.
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) 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(e).
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 Regular Interest
Pass-Through Rate
Initial Principal Balance
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Y-I
6.25%
$27,087.80
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Y-II
7.00%
$134,639.00
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Y-III
6.00%
$161,090.07
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Y-IV
5.75%
$48,439.98
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Z-I
6.25%
$54,148,505.47
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Z-II
7.00%
$270,015,900.53
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Z-III
6.00%
$322,019,041.98
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
Z-IV
5.75%
$96,831,523.47
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
I-A-P
0.00%
$85,845.69
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
II-A-P
0.00%
$749,817.71
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
III-A-P
0.00%
$2,247,692.72
-----------------------------------------------------
------------------------ ---------------------------------------
-----------------------------------------------------
------------------------ ---------------------------------------
V-A-P
0.00%
$471,575.55
-----------------------------------------------------
------------------------ ---------------------------------------
Uncertificated
REMIC II Regular
Interests:
The
Uncertificated
REMIC II Regular
Interests Z together
with the
interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in REMIC II, and having the following
characteristics:
1.
The principal
balance from time to time of each
Uncertificated
REMIC II 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(b)(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 II Regular Interest pursuant
to Section
10.04(e),
which equals the aggregate
principal
balance of the Classes of
Certificates
identified as
related to such Uncertificated REMIC II Regular Interest in such
table.
2.
The
Uncertificated
Pass-Through
Rate for each
Uncertificated
REMIC II 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 II Regular Interest
Distribution
Amount for each REMIC II Regular Interest identified in
the
table
below
shall be,
for any
Distribution
Date,
the
amount
deemed
distributed
with
respect
to such
Uncertificated REMIC II Regular Interest on such Distribution Date
pursuant to the provisions of Section 10.04(b).
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC II
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
J
Class I-A-P
0.00%
$85,845.69
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
K
Class II-A-P
0.00%
$749,817.71
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
L
Class III-A-P
0.00%
$2,247,692.72
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
M
Class V-A-P
0.00%
$471,575.55
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
N
Class I-A-1, Class I-A-2
6.25%
$20,000,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
O
Class I-A-3, Class I-A-4
6.25%
$30,648,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
P
Class II-A-1, Class II-A-2, Class II-A-3
7.00%
$56,421,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Q
Class II-A-4, Class II-A-5
7.00%
$146,806,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
R
Class III-A-1, Class III-A-2, Class
6.00%
$254,882,100.00
III-A-3, Class III-A-4, Class III-A-5,
Class III-A-6, Class III-A-9, Class
III-A-10, Class III-A-11, Class R-III
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
S
Class III-A-7, Class III-A-8
6.00%
$46,210,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
T
Class IV-A-1, Class IV-A-2
7.50%
$49,758,800.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
U
Class IV-A-3
0.00%
$3,554,200.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
V
Class V-A-1
6.00%
$45,276,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
W
Class V-A-2
5.50%
$45,276,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Y
Class M-1, Class M-2, Class M-3, Class
The weighted average
$48,554,028.30
B-1, Class B-2, Class B-3
of the
Uncertificated
Pass-Through Rates
for Uncertificated
REMIC I Regular
Interests Y-I ,
Y-II, Y-III and Y-IV.
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC I Regular Interests Z:
Each of the Uncertificated REMIC I Regular Interests Z1, Z2, Z3, Z4
and Z5.
Uncertificated
REMIC I
Regular
Interests
Z1:
Each of the
194
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC I, numbered
sequentially
from 1 to 194, each relating to the
particular
Mortgage Loan in Loan Group I 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
Z2:
Each of the
1,143
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC I,
numbered
sequentially
from 1 to
1,143,
each
relating
to the
particular
Mortgage
Loan in Loan
Group II
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
Z3:
Each of the
1,141
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC I,
numbered
sequentially
from 1 to 1,141,
each
relating
to the
particular
Mortgage
Loan in Loan
Group III
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
Z4:
Each of the
267
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC I, numbered
sequentially
from 1 to 267, each relating to the particular
Mortgage Loan in Loan Group IV 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
Z5:
Each of the
459
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC I, numbered
sequentially
from 1 to 459, each relating to the
particular
Mortgage Loan in Loan Group V 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
II
Regular
Interests
Z1:
Each of the 194
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 194, each relating to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z1, 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 II Regular
Interests
Z2:
Each of the 1,143
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 1,143, each relating to the identically
numbered
Uncertificated REMIC I Regular
Interests Z2, 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 II Regular
Interests
Z3:
Each of the 1,141
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 1,141, each relating to the identically
numbered
Uncertificated REMIC I Regular
Interests Z3, 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
II
Regular
Interests
Z4:
Each of the 267
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 267, each relating to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z4, 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
II
Regular
Interests
Z5:
Each of the 459
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 459, each relating to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z5, 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 II
Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC II
Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests Z, the amount specified as the
Uncertificated
REMIC II Regular
Interest
Distribution
Amount with respect thereto in the definition of
Uncertificated
REMIC II Regular
Interests.
With respect to
the Uncertificated REMIC II Regular Interests Z, the Uncertificated
REMIC II Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests Z:
Each of the Uncertificated REMIC II Regular Interests Z1, Z2, Z3,
Z4 and Z5.
Uncertificated
REMIC II Regular
Interests Z
Distribution
Amount:
With respect to any
Distribution
Date,
the sum of the
amounts deemed to be distributed on the
Uncertificated
REMIC II Regular
Interests Z for such
Distribution
Date pursuant to Section
10.04.
Uncertificated REMIC III Regular Interests Z:
Each of the Uncertificated REMIC III Regular Interests Z1, Z2, Z3,
Z4 and Z5.
Uncertificated
REMIC III
Regular
Interests
Z1:
Each of the 194
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially from 1 to 194, each relating to the identically
numbered
Uncertificated REMIC II Regular
Interests
Z1, 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 Regular Interests Z1, comprising such
Uncertificated REMIC III Regular Interests Z1's pro rata share of
the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular
Interests
Z2: Each of the 1,143
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially
from 1 to 1,143,
each
relating to the
identically
numbered
Uncertificated
REMIC II
Regular
Interests
Z2, 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
Regular
Interests
Z2,
comprising such Uncertificated REMIC III Regular Interests Z2's pro
rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular
Interests
Z3: Each of the 1,141
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially
from 1 to 1,141,
each
relating to the
identically
numbered
Uncertificated
REMIC II
Regular
Interests
Z3, 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
Regular
Interests
Z3,
comprising such Uncertificated REMIC III Regular Interests Z3's pro
rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III
Regular
Interests
Z4:
Each of the 267
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially from 1 to 267, each relating to the identically
numbered
Uncertificated REMIC II Regular
Interests
Z4, 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 Regular Interests Z4, comprising such
Uncertificated REMIC III Regular Interests Z4's pro rata share of
the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III
Regular
Interests
Z5:
Each of the 459
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially from 1 to 459, each relating to the identically
numbered
Uncertificated REMIC II Regular
Interests
Z5, 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 Regular Interests Z5, comprising such
Uncertificated REMIC III Regular Interests Z5's pro rata share of
the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular
Interests Z
Distribution
Amount:
With respect to any
Distribution
Date, the sum of the
amounts to be distributed on the Uncertificated REMIC III Regular
Interests Z for such Distribution Date pursuant to Section 10.04.
Undercollateralized
Amount:
With respect to any
Certificate
Group and
Distribution
Date, the excess of (i) the aggregate
Certificate
Principal
Balance of such Certificate Group over (ii) the aggregate Stated
Principal Balance of the Mortgage Loans in the
related Loan Group, in each case calculated on such
Distribution
Date after giving effect to
distributions
made thereon (other than
amounts to be distributed pursuant to Section 4.02(n) on such
Distribution Date).
Undercollateralized
Certificate
Group:
With
respect
any
Distribution
Date,
a
Certificate
Group for which the related
Undercollateralized Amount exceeds zero.
Underwriters:
Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc.
Yield
Maintenance
Agreement:
The
agreement
dated as of the Closing
Date,
between the Trustee and the Yield
Maintenance
Agreement Provider,
relating to the Class III-A-7
Certificates,
or any replacement,
substitute,
collateral or other arrangement in
lieu thereof.
Yield Maintenance
Agreement Excess Amount:
For any Distribution Date, with respect to the Yield Maintenance
Agreement,
the
excess,
if any,
of (i) the
amount
paid
under
the Yield
Maintenance
Agreement
on such
Distribution
Date over (ii) the
amount
calculated in accordance with the definition of Yield Maintenance
Payment.
Yield Maintenance
Agreement
Provider:
The Bank of New York, and its successors and assigns or any party
to any replacement,
substitute, collateral or other arrangement in lieu thereof.
Yield
Maintenance
Payment:
For any
Distribution
Date,
the
payment,
if any,
due to the
holders
of the Class
III-A-7
Certificates
from amounts paid under the Yield
Maintenance
Agreement.
With respect to any
Distribution
Date and the Class III-A-7
Certificates,
the Yield
Maintenance
Payment shall be the amount equal to the product of (i) the
positive excess,
if any, of (A) the
lesser of (x) LIBOR as determined
pursuant to the Yield Maintenance
Agreement for the related
calculation
period (as defined in the
Yield
Maintenance
Agreement) and (y) 20.00% per annum,
over (B) 5.40% per annum,
(ii) the Class III-A-7 Payment Balance and (iii) a
fraction, the numerator of which is 30 and the denominator of which
is 360.
Section
1.02
Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof,"
"hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling and
Servicing
Agreement as a whole. All references
herein to Articles,
Sections or Subsections
shall mean the
corresponding
Articles,
Sections and
Subsections in the Pooling and Servicing
Agreement.
The
definitions set forth herein include both the singular and the
plural.
Section 1.03.
Determination of LIBOR.
LIBOR
applicable to the calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be
determined as described below:
On each
Distribution
Date, LIBOR shall be established by the Trustee and, as to any
Interest Accrual Period,
will equal the
rate for one month United States
dollar
deposits that appears on Reuters
Screen
LIBOR01 Page 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").
"Reuters
Screen
LIBOR01
Page" means the display
designated as page LIBOR01 on the Reuters
Screen (or such other page as may replace
LIBOR01 page on
that service for the purpose of displaying
London interbank
offered rates of major banks).
If such rate does not appear on such page
(or such
other page as may
replace
that page on that
service,
or if such
service
is no longer
offered,
any other
service
for
displaying LIBOR or comparable rates as may be selected by the
Trustee after
consultation with the Master Servicer),
the rate will be
the Reference Bank Rate. The "Reference
Bank Rate" will be determined on the basis of the rates at which
deposits in U.S.
Dollars are
offered by the reference banks (which shall be any three major
banks that are engaged in transactions in the London
interbank
market,
selected by the Trustee
after
consultation
with the Master
Servicer) as of 11:00 a.m.,
London
time,
on the day that is one LIBOR
Business Day prior to the immediately
preceding
Distribution
Date to prime banks in the London
interbank market for a period of one
month in
amounts
approximately
equal to the
aggregate
Certificate
Principal
Balance of the
Adjustable
Rate
Certificates
then
outstanding.
The Trustee will request the principal
London office of each of the reference
banks to provide a quotation of its rate.
If at least two such quotations are provided,
the rate will be the arithmetic
mean of the quotations
rounded up to the next multiple
of 1/16%.
If on such date fewer than two
quotations
are provided as
requested,
the rate will be the
arithmetic
mean of the rates
quoted by one or more major banks in New York City,
selected by the Trustee after
consultation with the Master Servicer,
as of 11:00
a.m.,
New York City
time,
on such date for loans in U.S.
Dollars
to
leading
European
banks for a period of one month in amounts
approximately
equal to the aggregate
Certificate
Principal Balance of the Adjustable Rate Certificates then
outstanding.
If no such
quotations
can be
obtained,
the rate
will be LIBOR for the
prior
Distribution
Date,
or,
in the case of the
first
LIBOR
Rate
Adjustment Date, 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
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.
(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(b) 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 Trustee,
the Yield Maintenance
Agreement (the delivery of which shall evidence that the fixed
payment for each of the Yield
Maintenance
Agreement
has been paid and the
Trustee and the Trust Fund shall have no further
payment
obligation thereunder and that such fixed payment has been
authorized hereby).
Section
2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section
2.03
Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a)
For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b)
The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date
(or, if otherwise specified below, as of the date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal
and interest as of the Cut-off Date and no Mortgage
Loan has been so Delinquent more than once in the 12-month period
prior to the Cut-off Date;
(ii)
The
information
set forth in Exhibit One hereto with respect to each
Mortgage Loan or the Mortgage
Loans,
as the case may
be, is true and correct in all material respects at the date or
dates respecting which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if applicable),
fixed-rate
mortgage loans with
level
Monthly
Payments due,
with respect to a majority of the Mortgage
Loans,
on the first day of each month and terms to
maturity at origination or
modification of not more than 30 years,
in the case of the Group I Loans,
Group II Loans,
Group
III Loans and Group IV Loans, and 15 years, in the case of Group V
Loans;
(iv)
To the best of the Company's
knowledge,
if a Group I 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%;
except in the case of 1 Group II Loan
representing
approximately
0.1% of the
Group II
Loans,
if a Group
II 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%;
if a Group
III 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%
and
approximately
0.1% of the Group
III
Loans
with an LTV ratio at
origination
in
excess
of 80%
will
be
under-insured;
if a Group
IV
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%;
except in
the case of 1 Group V Loan representing
approximately
0.1% of the Group V Loans, if a Group V 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 30% 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 25% 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 12% of such balance if the
Loan-to-Value
Ratio is
between
90.00% and 85.01% and (d) at least 6% of such
balance
if the
Loan-to-Value
Ratio is between
85.00% and
80.01%;
and except in the case of
approximately
6 Mortgage
Loans
representing
0.2% of all 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 will be insured by a primary
mortgage
insurance
policy,
covering
the
amounts
described
above.
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 2.8% of the Group I Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties
located
in any one zip code area in
Virginia,
and no more than
2.8% of the Group I Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date are
secured by
Mortgaged
Properties
located in any one zip code area
outside
Virginia;
no more than 0.6% of the Group II Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date are secured
by Mortgaged
Properties
located in any one zip code area in Texas,
and no more than 0.6% of the Group II Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged
Properties
located in any one zip code area outside
Texas; no more than 0.9% of the Group III 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 0.6% of the Group III 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;
no more than 2.2% of the Group IV 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
Louisiana,
and no more
than
1.8% of the Group IV 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
Louisiana;
no more than 1.8% of the Group V 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 Florida,
and no more than 1.3% of the Group V 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
Florida;
and no more than 0.5% of all 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 0.4% of all
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)
Approximately
38.42% of the Group I Loans by aggregate
Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a reduced loan documentation
program,
approximately
20.00% of the Group I Loans by aggregate Stated Principal Balance
as of the Cut-off Date were underwritten
under a no-stated income program,
and approximately
14.85% of the Group I Loans by
aggregate
Stated
Principal
Balance
as
of
the
Cut-off
Date
were
underwritten
under
a no
income/no
asset
program;
approximately
46.66% of the Group II Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a reduced loan documentation
program,
approximately 16.68% of the Group II Loans by aggregate Stated
Principal Balance
as of the
Cut-off
Date
were
underwritten
under a
no-stated
income
program,
and
17.83%
of the
Group II
Loans
were
underwritten
under a no income/no asset program;
approximately
44.78% of the Group III Loans by aggregate
Stated Principal
Balance as of the Cut-off Date were
underwritten
under a reduced loan
documentation
program,
approximately
19.53% of the
Group III Loans by aggregate
Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a no-stated
income
program,
and 12.64% of the Group III Loans were underwritten under a no
income/no asset program;
approximately 48.94% of the
Group IV Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date
were
underwritten
under a
reduced
loan
documentation
program,
approximately
17.89% of the Group IV Loans by aggregate Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a
no-stated
income
program,
and 17.40% of the Group IV Loans were
underwritten
under a no
income/no asset program;
approximately
56.76% of the Group V Loans by aggregate Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a reduced loan
documentation
program,
approximately
8.19% of the Group V Loans by aggregate
Stated Principal
Balance as of the Cut-off Date were underwritten
under a no-stated income program,
and 18.07% of the Group
V Loans were
underwritten
under a no income/no asset program;
and
approximately
46.74% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation
program,
approximately
17.15% of the
Mortgage
Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date were
underwritten
under a
no-stated income program, and 15.36% of the Mortgage Loans were
underwritten under a no income/no asset program;
(x)
Except with respect to
approximately
13.97% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date,
approximately 26.95% of the Group II Loans by aggregate Stated
Principal Balance as of the Cut-off Date,
approximately
14.02% of the Group III Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date,
approximately
22.24% of the
Group IV Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date,
approximately
15.16% of the Group V Loans by
aggregate Stated Principal Balance as of the Cut-off Date and
approximately
18.49% of all 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)
Approximately
1.06%
and
0.14% of the
Group V Loans
and all of the
Mortgage
Loans,
respectively,
by
aggregate
Stated
Principal
Balance as of the Cut-off Date are Cooperative
Loans;
with respect to a Mortgage Loan that is a Cooperative Loan,
the
Cooperative
Stock that is pledged as security
for the
Mortgage
Loan is held by a person as a
tenant-stockholder
(as
defined in Section 216 of the Code) in a cooperative housing
corporation (as defined in Section 216 of the Code);
(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)
Approximately
0.1% 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 and REMIC II.
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 (i) the Class R-I
Certificates
in
authorized
denominations
which together with the Uncertificated
REMIC I Regular Interests,
evidence the beneficial interest in REMIC I and (ii) the Class R-II
Certificates in authorized
denominations
which together with the Uncertificated
REMIC II Regular Interests,
evidence the beneficial
interest in REMIC II.
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests; Acceptance by
the Trustee.
The Company,
as of the Closing Date,
and
concurrently
with the execution and delivery
hereof,
does hereby assign without
recourse
all
the
right,
title
and
interest
of the
Company
in and to the
Uncertificated
REMIC
I
Regular
Interests
and the
Uncertificated
REMIC II Regular Interests to the Trustee for the benefit of the
Holders of each Class of Certificates
(other than the
Class R-I
Certificates
and
Class
R-II
Certificates).
The
Trustee
acknowledges
receipt
of the
Uncertificated
REMIC I Regular
Interests and
Uncertificated
REMIC II 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 Class R-II
Certificates).
The
rights of the
Holders
of each
Class of
Certificates
(other
than the Class R-I
Certificates
and Class
R-II
Certificates) to receive
distributions from the proceeds of REMIC III 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 III.
The Trustee
acknowledges the assignment to it of the
Uncertificated
REMIC I Regular Interests and
Uncertificated
REMIC II
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 Class R-II
Certificates)
in authorized
denominations,
which
evidence the beneficial interest in the entire REMIC III.
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
(SEE ARTICLE III 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 Sections
4.02(b)
through
(g) and (n) below),
in each case to the extent of the
related Available Distribution Amount remaining:
(i)
(V)
from the
Available
Distribution
Amount
related
to Loan
Group I, to the
holders
of the Group I Senior
Certificates
(other than the Class I-A-P
Certificates)
Accrued
Certificate
Interest on such Classes of
Certificates
(or
Subclasses,
if any, with respect to the Class I-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);
(W)
from the
Available
Distribution
Amount
related to Loan Group II, to the holders of the Group II
Senior Certificates (other than the Class II-A-P
Certificates)
Accrued Certificate
Interest on such Classes of Certificates
(or
Subclasses,
if any,
with
respect to the Class
II-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
provided
that the
amount of
Accrued
Certificate
Interest
payable
to the
Class
II-A-V
Certificates
pursuant to this Section
4.02(a)(i)(W) will be based only on the Pool Strip Rates of the
Mortgage Loans in Loan
Group II and a Notional Amount based on the Stated Principal
Balance of the Group II Loans;
(X)
from the
Available
Distribution
Amount
related
to Loan
Group
III,
together
with the
Yield
Maintenance
Payment
which shall be applied in
accordance
with
Sections
4.02(j) and 4.09, to the holders of the Group III
Senior
Certificates
(other than the Class III-A-P
Certificates
and prior to the Accretion
Termination
Date,
the Accrual
Certificates to the extent of the Accrual
Distribution
Amount) Accrued Certificate
Interest on such Classes of Certificates
(or
Subclasses,
if any,
with
respect to the Class
III-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);
(Y)
from the
Available
Distribution
Amount
related to Loan Group IV, to the holders of the Group IV
Senior
Certificates
(other than the Class
IV-A-3
Certificates)
and the Class
II-A-V
Certificates,
Accrued
Certificate
Interest on such Classes of Certificates for such Distribution
Date, plus any Accrued
Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date except as provided in the last
paragraph of this Section
4.02(a),
and provided
that the
amount
of
Accrued
Certificate
Interest
payable
to the
Class
II-A-V
Certificates
pursuant
to this
Section
4.02(a)(i)(Y)
will be based only on the Pool Strip Rates of the Mortgage
Loans in Loan Group IV and a Notional
Amount based
on the Stated Principal Balance of the Group IV Loans; and
(Z)
from the
Available
Distribution
Amount
related to Loan
Group V, to the
holders of the Group V
Senior
Certificates (other than the Class V-A-P
Certificates)
Accrued Certificate
Interest on such Classes of Certificates
(or
Subclasses,
if any,
with
respect
to the Class
V-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 I-A-P
Certificates
from the
Available
Distribution
Amounts from Loan Group I, to the Class
II-A-P
Certificates
from the
Available
Distribution
Amounts
for Loan
Group II and Loan
Group IV, to the Class
III-A-P
Certificates
from the
Available
Distribution
Amounts
for Loan
Group III and to the
Class
V-A-P
Certificates
from the
Available
Distribution
Amounts for Loan Group V, the Class A-P
Principal
Distribution
Amount for the
related
Loan Group
(applied to reduce the Certificate Principal Balance of the related
Class A-P Certificates);
(X)
prior to the Accretion
Termination
Date,
the Accrual
Distribution
Amount,
in the priority and
amount set forth in Section 4.02(d)(ii); and
(Y)
to the Senior
Certificates
(other than the Class A-P,
Class I-A-2,
Class II-A-2,
Class II-A-5,
Class
III-A-8,
Class IV-A-2 and the Class A-V
Certificates)
of each
Certificate
Group,
from the Available
Distribution
Amount for the related
Loan Group in the
priorities
and amounts set forth in Sections
4.02(b)
through (f), the sum of the
following (applied to reduce the Certificate Principal Balances of
such Senior Certificates, as applicable):
(A)
the related Senior Percentage for such Distribution Date and Loan
Group, as applicable, times the
sum of the following:
(1)
the
principal
portion of each
Monthly
Payment due during the related Due Period on each
Outstanding
Mortgage
Loan in the
related
Loan Group
