RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.,
COMPANY,
RESIDENTIAL FUNDING
COMPANY, LLC
MASTER SERVICER,
AND
U.S. BANK NATIONAL
ASSOCIATION,
TRUSTEE
SERIES SUPPLEMENT,
DATED AS OF JUNE 1,
2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING
AGREEMENT
DATED AS OF APRIL 1,
2007
MORTGAGE PASS-THROUGH
CERTIFICATES
SERIES 2007-SA3
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01
Definitions.......................................................................4
Section 1.02 Use of Words and
Phrases.........................................................19
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF CERTIFICATES...........................20
Section 2.01 Conveyance of Mortgage
Loans.....................................................20
Section 2.02 Acceptance by
Trustee............................................................20
Section 2.03 Representations, Warranties and
Covenants of the Master Servicer and the
Company..........................................................................20
Section 2.04 Representations and Warranties of
Sellers........................................23
Section 2.05 Execution and Authentication of
Certificates/Issuance of Certificates............25
Section 2.06 Conveyance of Uncertificated REMIC I
Regular Interests; Acceptance by the
Trustee..........................................................................25
Section 2.07 Issuance of Certificates Evidencing
Interest in REMIC II.........................25
Section 2.08 Purposes and Powers of the
Trust.................................................26
Section 2.09 Agreement Regarding Ability to
Disclose..........................................26
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................26
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS............................................................28
Section 4.01 Certificate
Account..............................................................28
Section 4.02
Distributions....................................................................28
Section 4.03 Statements to Certificateholders;
Statements to Rating Agencies; Exchange
Act
Reporting....................................................................36
Section 4.04 Distribution of Reports to the
Trustee and the Company; Advances by the
Master
Servicer..................................................................36
Section 4.05 Allocation of Realized
Losses....................................................36
Section 4.06 Reports of Foreclosures and
Abandonment of Mortgaged Property....................37
Section 4.07 Optional Purchase of Defaulted
Mortgage Loans....................................37
ARTICLE V THE
CERTIFICATES..........................................................................37
Section 5.01 The
Certificates.................................................................37
Section 5.02 Registration of Transfer and
Exchange of Certificates............................37
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates................................39
Section 5.04 Persons Deemed
Owners............................................................39
Section 5.05 Appointment of Paying
Agent......................................................39
Section 5.06 U.S.A. Patriot Act
Compliance....................................................39
Section 5.07 Exchangeable
Certificates........................................................39
Section 5.08 Tax Status and Reporting of
Exchangeable Certificates............................41
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER.......................................................42
Section 6.01 Respective Liabilities of the
Company and Master Servicer........................42
Section 6.02 Merger or Consolidation of the
Company or Master Servicer; Assignment of
Rights and Delegation of Duties by
Master Servicer...............................42
Section 6.03 Limitation on Liability of the
Company, Master Servicer and Others...............43
Section 6.04 Company and Master Servicer Not to
Resign........................................43
ARTICLE VII DEFAULT (See Article VII of the Standard
Terms)...........................................43
ARTICLE VIII CONCERNING THE TRUSTEE (See Article VIII of
the Standard Terms)...........................43
ARTICLE IX TERMINATION (See Article IX of the Standard
Terms)........................................43
ARTICLE X REMIC
PROVISIONS..........................................................................43
Section 10.01 REMIC
Administration.............................................................43
Section 10.02 Master Servicer; REMIC Administrator
and Trustee Indemnification.................43
Section 10.03 Designation of
REMIC(s)..........................................................43
Section 10.04 Distributions on the Uncertificated
REMIC I Regular Interests....................44
Section 10.05 Compliance with Withholding
Requirements.........................................45
ARTICLE XI MISCELLANEOUS
PROVISIONS..................................................................45
Section 11.01
Amendment........................................................................45
Section 11.02 Recordation of Agreement.;
Counterparts..........................................45
Section 11.03 Limitation on Rights of
Certificateholders.......................................45
Section 11.04 Governing
Laws...................................................................45
Section 11.05
Notices..........................................................................45
Section 11.06 Required Notices to Rating Agency
and Subservicer................................46
Section 11.07 Severability of
Provisions.......................................................46
Section 11.08 Supplemental Provisions for
Resecuritization.....................................46
Section 11.09 Allocation of Voting
Rights......................................................46
Section 11.10 No
Petition......................................................................47
ARTICLE XII COMPLIANCE WITH REGULATION AB (See Article
XII of the Standard Terms).....................47
EXHIBITS
Exhibit One: Mortgage Loan Schedule for Loan Group I
Exhibit Two: Mortgage Loan Schedule for Loan Group II
Exhibit Three: Mortgage Loan Schedule for Loan Group
III
Exhibit Four: Mortgage Loan Schedule for Loan Group IV
Exhibit Five: Information to be Included in Monthly
Distribution Date Statement
Exhibit Six: Standard Terms of Pooling and Servicing
Agreement dated as of April 1, 2007
Exhibit Seven: Exchangeable Combination Groups
This is a Series Supplement, dated as of June 1, 2007
(the "Series Supplement"), to the Standard Terms
of Pooling and Servicing Agreement, dated as of April 1, 2007
and attached as Exhibit Six hereto (the "Standard
Terms" and, together with this Series Supplement, the "Pooling
and Servicing Agreement" or "Agreement"), among
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, 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 U.S. BANK
NATIONAL ASSOCIATION, as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY
STATEMENT
The Company intends to sell Mortgage Pass-Through
Certificates (collectively, the "Certificates"), to be
issued hereunder in multiple classes, which in the aggregate
will evidence the entire beneficial ownership
interest in the Trust Fund. As provided herein, the REMIC
Administrator will make an election to treat the
entire segregated pool of assets described in the definition of
REMIC I (as defined herein), and subject to this
Agreement (including the Mortgage Loans but excluding the
Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will
be designated as "REMIC I." The Uncertificated REMIC I Regular
Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of
"residual interests" in REMIC I for purposes of the
REMIC Provisions (as defined herein). A segregated pool of
assets consisting of the Uncertificated REMIC I
Regular Interests will be designated as "REMIC II" and the
REMIC Administrator will make a separate REMIC
election with respect thereto. The Class I-A Certificates, Class
II-A-1 Certificates, Class II-A-2 Certificates,
Class III-A-1 Certificates, Class III-A-2 Certificates, Class
III-A-3 Certificates, Class IV-A Certificates,
Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates, will be "regular
interests" in REMIC II and the Class R-II Certificates
will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions.
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. Any
cross-reference to a section of the Pooling and Servicing
Agreement, to the extent the terms of the Standard
Terms and Series Supplement conflict with respect to that
section, shall be a cross-reference to the related
section of the Series Supplement. 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 irrevocably sets forth the
designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the Uncertificated REMIC I Regular
Interests. None of the Uncertificated REMIC I Regular Interests
will be certificated.
UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED
LATEST
DESIGNATION
PASS-THROUGH RATE PRINCIPAL BALANCE
POSSIBLE MATURITY(1)
Uncertificated REMIC I Regular Interest I-A
Variable (2) $ 30.57
July 27, 2037
Uncertificated REMIC I Regular Interest I-B
Variable (2) 764.06
July 27, 2037
Uncertificated REMIC I Regular Interest II-A
Variable (2) 944.06
July 27, 2037
Uncertificated REMIC I Regular Interest II-B
Variable (2) 23,598.69
July 27, 2037
Uncertificated REMIC I Regular Interest III-A
Variable (2) 283.97
July 27, 2037
Uncertificated REMIC I Regular Interest III-B
Variable (2) 7,098.53
July 27, 2037
Uncertificated REMIC I Regular Interest IV-A
Variable (2) 196.93
July 27, 2037
Uncertificated REMIC I Regular Interest IV-B
Variable (2) 4,922.76
July 27, 2037
Uncertificated REMIC I Regular Interest ZZZ
Variable (2) 363,802,437.43
July 27, 2037
Uncertificated REMIC I Regular Interest R-II
Variable (2) 50.00
July 27, 2037
_______________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the
latest maturity date has been designated as the
"latest possible maturity date" for each Uncertificated REMIC
I Regular Interest.
(2) Calculated in accordance with the definition of
"Uncertificated REMIC I Pass-Through Rate" herein.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and certain
features for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.
AGGREGATE INITIAL
CERTIFICATE
MATURITY
S&P/ MINIMUM
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE
FEATURES(1) DATE
FITCH Denominations(2)
Class I-A Variable Rate $7,336,000
Senior July 27, 2037
AAA/AAA $ 25,000
Class II-A-1 Variable Rate $212,384,000
Super Senior July 27, 2037
AAA/AAA $ 25,000
Class II-A-2 Variable Rate $14,159,000
Senior Support July 27, 2037
AAA/AAA $ 25,000
Class III-A-1 Variable Rate $34,550,000
Super Senior/Exchangeable July 27, 2037
AAA/AAA $ 25,000
Class III-A-2 Variable Rate $29,328,000
Super Senior/Exchangeable July 27, 2037
AAA/AAA $ 25,000
Class III-A-3 Variable Rate $4,258,000
Senior Support July 27, 2037
AAA/AAA $ 25,000
Class III-A-4 Variable Rate $63,878,000
Super Senior/Exchanged July 27, 2037
AAA/AAA $ 25,000
Class IV-A Variable Rate $47,270,000
Senior July 27, 2037
AAA/AAA $ 25,000
Class M-1 Variable Rate(3) $6,550,700
Mezzanine July 27, 2037
AA/AA $ 25,000
Class M-2 Variable Rate(4) $2,546,900
Mezzanine July 27, 2037
A/A+ $ 250,000
Class M-3 Variable Rate(4) $1,819,200
Mezzanine July 27, 2037
BBB/BBB+ $ 250,000
Class R-I Variable Rate(3) $50
Senior/Residual July 27, 2037
AAA/AAA 20%
Class R-II Variable Rate(3) $50
Senior/Residual July 27, 2037
AAA/AAA 20%
Class B-1 Variable Rate(4) $1,455,400
Subordinate July 27, 2037
BB/BB+ $ 250,000
Class B-2 Variable Rate(4) $1,273,400
Subordinate July 27, 2037
B/B $ 250,000
Class B-3 Variable Rate(4) $909,677
Subordinate July 27, 2037
NA/NA $ 250,000
-------------------------------------------------------------------------------------------------------------------
(1) The Class I-A Certificates, Class II-A-1 Certificates, Class
II-A-2 Certificates, Class III-A-1 Certificates,
Class III-A-2 Certificates, Class III-A-3 Certificates,
Class III-A-4 Certificates, Class IV-A Certificates
and Class M Certificates shall be Book-Entry Certificates.
The Class R and Class B 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) and
integral multiples of $1 (or $1,000 in the case of the
Class B-1, Class B-2 and Class B-3 Certificates) in excess
thereof, except that one Certificate of any of the
Class B-1, Class B-2 and Class B-3 Certificates that contains
an uneven multiple of $1,000 shall be issued in
a denomination equal to the sum of the related minimum
denomination set forth above and such uneven multiple
for such Class or the sum of such denomination and an integral
multiple of $1,000. The Class R Certificates
shall be issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however,
that one of each of the Class R Certificates will be
issuable to Residential Funding as a "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%.
(3) For any Distribution Date, the Pass-Through Rate on the Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 Certificates will be equal to the weighted
average of the Net WAC Rates on the Group I, Group
II, Group III and Group IV Loans, weighted in proportion to
the related Subordinate Component. The initial
Pass-Through Rate on the Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates
will be equal to approximately, 5.809187% per annum.
(4) The monthly Distribution Date statement shall be available
each month via the Trustee's website, which is
presently located at http://www.usbank.com/mbs. A Holder that
requests a paper copy by calling the Trustee at
1 (800) 934-6802 is entitled to have a paper copy mailed to it
via first class mail.
The Mortgage Loans have an aggregate principal balance as
of the Cut-off Date of
$363,840,377.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class or Subclass of
Certificates, interest accrued during the related Interest Accrual
Period at the related Pass-Through Rate on the
Certificate Principal Balance or Notional Amount, as applicable,
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 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) 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, as amended, or similar legislation
or regulations as in effect from time to time,
all allocated as described below.
The Group I Senior Percentage of these reductions with respect to
the Group I Loans, will be allocated among the
Holders of the Group I 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
Group II Senior Percentage of these reductions with respect to
the Group II Loans will be allocated among the
Holders of the Group II 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 Group III Senior Percentage of these reductions
with respect to the Group III Loans, will be
allocated among the Holders of the Group III 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 Group IV Senior Percentage of these
reductions with respect to the Group IV Loans,
will be allocated among the Holders of the Group IV
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 remainder of all
such reductions will be allocated among the
Holders of the Class M Certificates and the Class B Certificates
in proportion to their respective amounts of
Accrued Certificate Interest payable on such Distribution Date
absent such reductions. In addition to that
portion of the reductions described in the preceding
sentences that are allocated to any Class of Class A
Certificates or any Class of Class B Certificates or any Class
of Class M Certificates, Accrued Certificate
Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the
interest portion of Realized Losses that are allocated solely to
such Class of Class B Certificates or such Class
of Class M Certificates pursuant to Section 4.05.
Adjustment Date: As to each Mortgage Loan, each date set
forth in the related Mortgage Note on which an
adjustment to the interest rate on such Mortgage Loan becomes
effective.
Available Distribution Amount: With respect to each
Loan Group, the excess of (i) the sum of (a) the
amount described in the definition of Available Distribution
Amount in the Standard Terms and (b) the amount
allocated to the Available Distribution Amount for such Loan
Group pursuant to Section 4.02(d) over (ii) any
amount allocated to the Available Distribution Amount of any other
Loan Group pursuant to Section 4.02(d).
Capitalization Reimbursement Amount: As to any
Distribution Date and each Loan Group, the amount of
Advances or Servicing Advances that were added to the Stated
Principal Balance of the related Mortgage Loans
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
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 each 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 the related Loan Group during the
preceding calendar month exceeds the amount of
principal payments on those Mortgage Loans included in the
related Available Distribution Amount for that
Distribution Date.
Certificate: Any Class A Certificate, Class M
Certificate, Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts
created and maintained pursuant to Section 4.01
of the Standard Terms, which shall be entitled "U.S. Bank
National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series
2007-SA3" and which must be an Eligible Account.
Certificate Group: With respect to (i) Loan Group I,
the Class I-A Certificates and the Class R
Certificates, (ii) Loan Group II, the Class II-A-1 Certificates
and the Class II-A-2 Certificates, (iii) Loan
Group III, the Class III-A-1 Certificates, the Class III-A-2
Certificates, the Class III-A-3 Certificates and the
Class III-A-4 Certificates and (iv) Loan Group IV, the Class IV-A
Certificates.
Certificate Principal Balance: With respect to each
Certificate, on any date of determination, an
amount equal to:
(i) the Initial Certificate Principal Balance of
such Certificate as specified on the face thereof,
plus
(ii) any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate
pursuant to Section 4.02, plus
(iii) in the case of each Accrual Certificate, an
amount equal to the aggregate Accrued Certificate
Interest added to the Certificate
Principal Balance thereof prior to such date of
determination, minus
(iv) the sum of (x) the aggregate of all amounts
previously distributed with respect to such
Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a)
and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which
were previously allocated to such Certificate
(or any predecessor Certificate) pursuant to
Section 4.05;
provided, that the Certificate Principal Balance of
the Class of Subordinate Certificates with the
Lowest Priority at any given time shall be further reduced
by an amount equal to the Percentage Interest
evidenced by such Certificate multiplied by the excess, if any,
of (A) the then aggregate Certificate Principal
Balance of all Classes of Certificates then outstanding over (B)
the then aggregate Stated Principal Balance of
the Mortgage Loans. The Certificate Principal Balance of any
Exchangeable Certificates or Exchanged Certificates
that are not outstanding on any Distribution Date will be equal to
zero.
Class A Certificate: Any one of the Group I
Certificates (other than the Class R Certificates), the
Group II Certificates, the Group III Certificates or the Group
IV Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit A.
Class II-A Certificates: The Class II-A-1 Certificates
and the Class II-A-2 Certificates.
Class III-A Certificates: The Class III-A-1
Certificates, the Class III-A-2 Certificates, the Class
III-A-3 Certificates and the Class III-A-4 Certificates.
Class R Certificate: Any one of the Class R-I and 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 the each REMIC for purposes of the REMIC
Provisions.
Closing Date: June 28, 2007.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be
administered, which office at the date of the
execution of this Agreement is located at U.S. Bank National
Association, EP-MN-WS3D, 60 Livingston Avenue,
St. Paul, Minnesota 55107, Attention: Structured Finance/RFMSI
2007-SA3.
Custodial File: Any mortgage loan document in the
Mortgage File that is required to be delivered to the
Trustee or the Custodian pursuant to Section 2.01(b) of this
Agreement.
Cut-off Date: June 1, 2007.
Determination Date: With respect to any Distribution
Date, the second Business Day prior to such
Distribution Date.
Due Period: With respect to each Distribution Date and
any Mortgage Loan, the calendar month of such
Distribution Date.
Eligible Account: An account that is any of the
following: (i) maintained with a depository
institution the debt obligations of which have been rated by each
Rating Agency in its highest rating available,
or (ii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust
department of the Trustee, or (iii) in the case of the Certificate
Account, a trust account or accounts
maintained in the corporate trust department of the Trustee, or
(iv) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such
account as the Custodial Account or the Certificate Account will
not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Exchangeable Certificates: The Class III-A-1 and Class
III-A-2 Certificates.
Exchanged Certificates: The III-A-4 Certificates.
Grantor Trust: That portion of the Trust Fund consisting
of the Grantor Trust Uncertificated REMIC II
Regular Interests.
Grantor Trust Account: The account designated by the
Trustee pursuant to Section 5.08.
Grantor Trust Uncertificated REMIC II Regular Interest:
Any of the Uncertificated REMIC II Regular
Interests, which are beneficially owned in the form of their
related Exchangeable Certificates or Exchanged
Certificates and rights with respect thereto.
Group I Certificate: Any one of the Class I-A
Certificates and the Class R Certificates, executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard
Terms as Exhibit A and Exhibit D, each such Certificate
representing an undivided interest in Loan Group I.
Group I Loans: The Mortgage Loans designated in Exhibit
One.
Group I Senior Interest Distribution Amount: As defined
in Section 4.02(a)(i)(W).
Group I Senior Percentage: As of each Distribution
Date, the lesser of 100% and a fraction, expressed
as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group I
Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group I immediately prior to
such Distribution Date.
Group I Senior Principal Distribution Amount: As to
any Distribution Date, the lesser of (a) the
balance of the Available Distribution Amount related to Loan
Group I remaining after the distribution therefrom
of all amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)(W) of this Series Supplement,
and (b) the sum of the amounts required to be distributed
therefrom to the Group I Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group I Subordinate Component: On any date of
determination, the excess of the aggregate Stated
Principal Balance of the Group I Loans as of such date over the
aggregate Certificate Principal Balance of the
Group I Certificates then outstanding.
Group II Certificate: Any one of the Class II-A-1
Certificates and the Class II-A-2 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the
Standard Terms as Exhibit A, each such Certificate representing an
undivided interest in Loan Group II.
Group II Loans: The Mortgage Loans designated in Exhibit
Two.
Group II Senior Interest Distribution Amount: As defined
in Section 4.02(a)(i)(X).
Group II Senior Percentage: As of each Distribution
Date, the lesser of 100% and a fraction, expressed
as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group II
Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group II immediately prior to
such Distribution Date.
Group II Senior Principal Distribution Amount: As to
any Distribution Date, the lesser of (a) the
balance of the Available Distribution Amount related to Loan
Group II remaining after the distribution therefrom
of all amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)(X) of this Series Supplement,
and (b) the sum of the amounts required to be distributed
therefrom to the Group II Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group II Subordinate Component: On any date of
determination, the excess of the aggregate Stated
Principal Balance of the Group II Loans as of such date over the
aggregate Certificate Principal Balance of the
Group II Certificates then outstanding.
Group III Certificate: Any one of the Class III-A-1
Certificates, the Class III-A-2 Certificates, the
Class III-A-3 Certificates and the Class III-A-4 Certificates
executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A, each such Certificate
representing an undivided interest in Loan Group III.
Group III Loans: The Mortgage Loans designated in Exhibit
Three.
Group III Senior Interest Distribution Amount: As defined
in Section 4.02(a)(i)(Y).
Group III Senior Percentage: As of each Distribution
Date, the lesser of 100% and a fraction, expressed
as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group III
Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group III immediately prior to
such Distribution Date.
Group III Senior Principal Distribution Amount: As to
any Distribution Date, the lesser of (a) the
balance of the Available Distribution Amount related to Loan Group
III remaining after the distribution therefrom
of all amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)(Y) of this Series Supplement,
and (b) the sum of the amounts required to be distributed
therefrom to the Group III Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group III Subordinate Component: On any date of
determination, the excess of the aggregate Stated
Principal Balance of the Group III Loans as of such date over the
aggregate Certificate Principal Balance of the
Group III Certificates then outstanding.
Group IV Certificate: Any one of the Class IV-A
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed
to the Standard Terms as Exhibit A, each such
Certificate representing an undivided interest in Loan Group IV.
Group IV Loans: The Mortgage Loans designated in Exhibit
Four.
Group IV Senior Interest Distribution Amount: As defined
in Section 4.02(a)(i)(Z).
Group IV Senior Percentage: As of each Distribution
Date, the lesser of 100% and a fraction, expressed
as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group IV
Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group IV immediately prior to
such Distribution Date.
Group IV Senior Principal Distribution Amount: As to
any Distribution Date, the lesser of (a) the
balance of the Available Distribution Amount related to Loan
Group IV remaining after the distribution therefrom
of all amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)(Z) of this Series Supplement,
and (b) the sum of the amounts required to be distributed
therefrom to the Group IV Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group IV Subordinate Component: On any date of
determination, the excess of the aggregate Stated
Principal Balance of the Group IV Loans as of such date over the
aggregate Certificate Principal Balance of the
Group IV Certificates then outstanding.
Index: With respect to any Mortgage Loan and as to any
Adjustment Date therefor, the related index as
stated in the related Mortgage Note.
Indirect Depository Participant: An institution that is
not a Depository Participant but clears through
or maintains a custodial relationship with Participants and has
access to the Depository's clearing system.
Initial Monthly Payment Fund: $0.00 representing
scheduled principal amortization and interest at the
Net Mortgage Rate during the month of June 2007, for those
Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with the
definition of "Trust Fund." The Initial Monthly Payment
Fund will not be part of any REMIC.
Initial Rate Cap: With respect to each Mortgage Loan and
the initial Adjustment Date, the rate cap that
limits the increase or the decrease of the related Mortgage Rate
on the initial Adjustment Date pursuant to the
terms of the related Mortgage Note.
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: 1.80%
Class B-1: 0.40%
Class M-2: 0.70%
Class B-2: 0.35%
Class M-3: 0.50%
Class B-3: 0.25%
Interest Accrual Period: With respect to any
Certificates and any Distribution Date, the calendar month
preceding the month in which such Distribution Date occurs.
Loan Group: Loan Group I, Loan Group II, Loan Group III
or Loan Group IV.
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.
Maturity Date: With respect to each Class of
Certificates, July 27, 2037, the Distribution Date in the
month immediately following the latest scheduled maturity date of
any Mortgage Loan.
Maximum Mortgage Rate: As to any Mortgage Loan, the rate
indicated in Exhibit One, Exhibit Two, Exhibit
Three or Exhibit Four, as applicable, hereto as the "NOTE
CEILING," which rate is the maximum interest rate that
may be applicable to such Mortgage Loan at any time during the life
of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Mortgage Loan and
any date of determination, the Maximum Mortgage
Rate for such Mortgage Loan minus the per annum rate at which the
Servicing Fee is calculated.
Minimum Mortgage Rate: As to any Mortgage Loan, the
greater of (i) the Note Margin for such Mortgage
Loan and (ii) the rate indicated in Exhibit One, Exhibit Two,
Exhibit Three or Exhibit Four, as applicable,
hereto as the "NOTE FLOOR" for such Mortgage Loan, which rate may
be applicable to such Mortgage Loan at any time
during the life of such Mortgage Loan.
Mortgage Loans: Such of the mortgage loans transferred
and assigned to the Trustee pursuant to Section
2.01 as from time to time are held or deemed to be held as a
part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan
Schedule, including, without limitation, (i)
with respect to each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease and
Mortgage File and all rights appertaining thereto and
(ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: The list or lists of the
Mortgage Loans attached hereto as Exhibit One (with
respect to the Group I Loans), Exhibit Two (with respect to the
Group II Loans), Exhibit Three (with respect to
the Group III Loans) or Exhibit IV (with respect to the Group IV
Loans) (as amended from time to time to reflect
the addition of Qualified Substitute Mortgage Loans), which
list or lists shall set forth the following
information as to each Mortgage Loan in the related Loan Group:
(a) the Mortgage Loan identifying number ("RFC LOAN
#");
(b) the maturity of the Mortgage Note ("MATURITY
DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) [RESERVED];
(g) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence;
(l) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured by a
non-owner occupied residence;
(m) whether such Mortgage Loan constitutes a Group
I Loan, Group II Loan, Group III Loan or Group
IV Loan;
(n) the Maximum Mortgage Rate ("NOTE CEILING");
(o) the maximum Adjusted Mortgage Rate ("NET
CEILING");
(p) the Note Margin for the ("NOTE MARGIN");
(q) the first Adjustment Date after the Cut-off Date
("NXT INT CHG DT"); and
(r) the Periodic Cap ("PERIODIC DECR" or "PERIODIC
INCR").
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Rate: As to any Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any
modification thereto other than a Servicing Modification. The
Mortgage Rate on the Mortgage Loans will adjust on
each Adjustment Date to equal the sum (rounded to the nearest
multiple of one-eighth of one percent (0.125%) or
up to the nearest one-eighth of one percent, which are indicated
by a "U" on Exhibit One, Exhibit Two, Exhibit
Three or Exhibit Four, as applicable, hereto, except in the
case of the Mortgage Loans indicated by an "X" on
Exhibit One, Exhibit Two, Exhibit Three or Exhibit Four, as
applicable, hereto under the heading "NOTE METHOD"),
of the related Index plus the Note Margin, in each case subject to
the applicable Initial Rate Cap, Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage Rate.
Net Mortgage Rate: As to each Mortgage Loan, a per
annum rate of interest equal to the Adjusted
Mortgage Rate less the per annum rate at which the Servicing
Fee is calculated; provided that, (i) the Net
Mortgage Rate becoming effective on any Adjustment Date shall
not be greater or less than the Net Mortgage Rate
immediately prior to such Adjustment Date plus or minus the
Initial Rate Cap or Periodic Cap applicable to such
Mortgage Loan and (ii) the Net Mortgage Rate for any Mortgage
Loan shall not exceed a rate equal to the Maximum
Net Mortgage Rate for such Mortgage Loan.
Net WAC Rate: With respect to any Distribution Date and
each Loan Group, a per annum rate equal to the
weighted average of the Net Mortgage Rates of the related
Mortgage Loans weighted on the basis of the respective
Stated Principal Balance of each such Mortgage Loan as of the
beginning of the related Due Period, using the Net
Mortgage Rates in effect for the scheduled payments due on those
Mortgage Loans during such Due Period.
Note Margin: As to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and
indicated in Exhibit One, Exhibit Two, Exhibit Three or Exhibit
Four, as applicable, hereto as the "NOTE MARGIN,"
which percentage is added to the related Index on each
Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Initial Rate Cap,
the Periodic Cap, the Maximum Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Pass-Through Rate: With respect to the Class I-A
Certificates and the Class R Certificates, the Net WAC
Rate of the Group I Loans. For federal income tax purposes,
however, the Class I-A Certificates and the Class R
Certificates will bear interest at a rate equal to the
weighted average of the Uncertificated REMIC I
Pass-Through Rate on Uncertificated REMIC I Regular Interest I-B,
and the weighted average of the Uncertificated
REMIC I Pass-Through Rate on Uncertificated REMIC I Regular
Interest R-II, respectively, in each case weighted on
the basis of the Uncertificated Principal Balance of the
related Uncertificated REMIC I Regular Interest
immediately preceding the related Distribution Date. The
Pass-Through Rate on the Class I-A Certificates and the
Class R Certificates with respect to the first Interest Accrual
Period is expected to be approximately 5.546525%
per annum. With respect to the Class II-A-1 and Class II-A-2
Certificates, the Net WAC Rate of the Group II
Loans. For federal income tax purposes, however, each of the
Class II-A-1 and Class II-A-2 Certificates will
bear interest at a rate equal to the weighted average of the
Uncertificated REMIC I Pass-Through Rate on
Uncertificated REMIC I Regular Interest II-B weighted on the
basis of the Uncertificated Principal Balance of
such Uncertificated REMIC I Regular Interest immediately
preceding the related Distribution Date. The
Pass-Through Rate on the Class II-A-1 and Class II-A-2
Certificates with respect to the first Interest Accrual
Period is expected to be approximately 5.793918% per annum. With
respect to the Class III-A-1, Class III-A-2,
Class III-A-3 and Class III-A-4 Certificates, the Net WAC Rate
of the Group III Loans. For federal income tax
purposes, however, each of the Class III-A-1, Class III-A-2 and
Class III-A-3 Certificates will bear interest at
a rate equal to the weighted average of the Uncertificated REMIC
I Pass-Through Rate on Uncertificated REMIC I
Regular Interest III-B weighted on the basis of the Uncertificated
Principal Balance of such Uncertificated REMIC
I Regular Interest immediately preceding the related
Distribution Date. The Pass-Through Rate on the Class
III-A-1, Class III-A-2, Class III-A-3 and Class III-A-4
Certificates with respect to the first Interest Accrual
Period is expected to be approximately 5.786343% per annum. With
respect to the Class IV-A Certificates, the Net
WAC Rate of the Group IV Loans. For federal income tax purposes,
however, the Class IV-A Certificates will bear
interest at a rate equal to the weighted average of the
Uncertificated REMIC I Pass-Through Rate on
Uncertificated REMIC I Regular Interest IV-B, weighted on the
basis of the Uncertificated Principal Balance of
such Uncertificated REMIC I Regular Interest immediately
preceding the related Distribution Date. The
Pass-Through Rate on the Class IV-A Certificates with respect to
the first Interest Accrual Period is expected to
be approximately 5.956083% per annum. With respect to the Class
M Certificates and Class B Certificates, the
weighted average of the Net WAC Rates for the Group I Loans,
Group II Loans, Group III Loans and Group IV Loans,
weighted on the basis of the Group I Subordinate Component, Group
II Subordinate Component, Group III Subordinate
Component and Group IV Subordinate Component, respectively.
This determination will be made as of the related
Distribution Date prior to giving effect to any distributions on
the Certificates on that date. The Pass-Through
Rate on the Class M Certificates and Class B Certificates with
respect to the first Interest Accrual Period is
expected to be approximately 5.809187% per annum. For
federal income tax purposes, however, the Class M
Certificates and Class B Certificates will bear interest at
a rate equal to the weighted average of the
Uncertificated REMIC I Pass-Through Rates on Uncertificated
REMIC I Regular Interests I-A, II-A, III-A and IV-A
weighted on the basis of the Uncertificated Principal Balance
of each such Uncertificated REMIC I Regular
Interest immediately preceding the related Distribution Date.
Periodic Cap: With respect to each Mortgage Loan, the
periodic rate cap that limits the increase or the
decrease of the related Mortgage Rate on any Adjustment Date
(other than the initial Adjustment Date) pursuant to
the terms of the related Mortgage Note.
Prepayment Assumption: With respect to the Mortgage
Loans, a prepayment assumption of 25% CPR, used for
determining the accrual of original issue discount and market
discount and premium on the Certificates for
federal income tax purposes.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Subordinate
Certificates for each Loan Group, under the applicable
circumstances set forth below, the respective percentages
set forth below:
(i) For any Distribution Date prior to
the Distribution Date in July 2014 (unless the
Certificate Principal Balances of the related Senior
Certificates have been reduced to zero), 0%.
(ii) For any Distribution Date for which
clause (i) above does not apply, and on which any
Class of Subordinate Certificates is outstanding with a
Certificate Principal Balance greater than zero:
(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%.
(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.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company
for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after
deduction of the principal portion of the monthly
payment due in the month of substitution (or
in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after
such deduction), not in excess of the Stated
Principal Balance of the Deleted Mortgage Loan
(the amount of any shortfall to be deposited by
Residential Funding in the Custodial Account in
the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate
no lower than and not more than 1% per annum
higher than the Mortgage Rate and Net Mortgage
Rate, respectively, of the Deleted Mortgage Loan
as of the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution;
(iv) have a remaining term to stated maturity not
greater than (and not more than one year less
than) that of the Deleted Mortgage Loan;
(v) have a Mortgage Rate that adjusts with the same
frequency and based upon the same Index as that
of the Deleted Mortgage Loan;
(vi) have a Note Margin not less than that of the
Deleted Mortgage Loan;
(vii) have a Periodic Rate Cap that is equal to that of
the Deleted Mortgage Loan;
(viii) have an Initial Rate Cap that is not less than
that of the Deleted Mortgage Loan;
(ix) have a next Adjustment Date no later than that of
the Deleted Mortgage Loan;
(x) have a Maximum Rate no less than that of the
Deleted Mortgage Loan;
(xi) have a Minimum Rate no less than that of the
Deleted Mortgage Loan; and
(xii) comply with each representation and warranty
set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement.
Record Date: With respect to each Distribution Date
and each Class of Certificates, the close of
business on the last business day of the month next preceding
the month in which the related Distribution Date
occurs.
Related Class: As to any Uncertificated REMIC I
Regular Interest, that class or those classes of
Certificates identified as "Related Class(es) of Certificates" to
such Uncertificated REMIC I Regular Interest in
the Preliminary Statement hereto with respect to REMIC I.
REMIC I: The segregated pool of assets related to this
Series, with respect to which a REMIC election
is to be made (except as provided below) pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files
and collateral securing such Mortgage Loans,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date
(other than Monthly Payments due in the month
of the Cut-off Date) as shall be on deposit in
the Custodial Account or in the Certificate
Account and identified as belonging to the Trust
Fund, but not including amounts on deposit in the
Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and
that has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu
of foreclosure,
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election
with respect to REMIC I specifically excludes the
Initial Monthly Payment Fund.
REMIC I Certificates: The Class R-I Certificates.
REMIC I Subordinate Balance Ratio: The ratio among the
principal balances of each of the Uncertificated
REMIC I Regular Interests ending with the designation "A," equal
to the ratio among: (1) the Group I Subordinate
Component, (2) the Group II Subordinate Component, (3) the Group
III Subordinate Component and (4) the Group IV
Subordinate Component.
REMIC II: The segregated pool of assets consisting of
the Uncertificated REMIC I Regular Interests
conveyed in trust to the Trustee for the benefit of the holders
of the Certificates (other than the Class R-I
Certificates) pursuant to Section 10.04, with respect to which
a separate REMIC election is to be made. The
REMIC election with respect to REMIC II specifically excludes the
Initial Monthly Payment Fund.
REMIC II Certificates: Any of the Class I-A, Class
II-A-1, Class II-A-2, Class III-A-1, Class III-A-2,
Class III-A-3, Class III-A-4, Class IV-A, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates.
REMIC II Regular Interests: Any of the thirteen (13)
certificated or certificated beneficial ownership
interests in REMIC II issued hereunder, and hereby designated
as a "regular interest" in REMIC II, as follows:
REMIC II Regular Interest I-A, II-A-1, II-A-2, III-A-1,
III-A-2, III-A-3, IV-A, M-1, M-2, M-3, B-1, B-2, and
B-3. Each of REMIC II Regular Interest III-A-I and III-A-2 shall
be uncertificated, and rights therein shall be
evidenced by the related class of Exchangeable and Exchanged
Certificates, as applicable. Each of the other
REMIC II Regular Interests (i.e., those other than REMIC II
Regular Interests III-A-1 and III-A-2) shall be
certificated.
Senior Accelerated Distribution Percentage: With
respect to any Distribution Date occurring on or prior
to the 84th Distribution Date and, with respect to any Loan
Group, 100%. With respect to any Distribution Date
thereafter and any such Loan Group, as follows:
(i) for any Distribution Date after the 84th
Distribution Date but on or prior to the 96th
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 96th
Distribution Date but on or prior to the 108th
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 108th
Distribution Date but on or prior to the 120th
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 120th
Distribution Date but on or prior to the 132nd
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 Senior
Percentage for such Distribution Date.
Any scheduled reduction, as described in the
preceding paragraph, shall not be made as of any
Distribution Date unless:
(a) the outstanding principal balance of
the Mortgage Loans in all four Loan Groups
delinquent 60 days or more, including Mortgage Loans in
foreclosure and REO, averaged over the last six
months, as a percentage of the aggregate outstanding
Certificate Principal Balance of the Subordinate
Certificates, is less than 50% and
(b) Realized Losses on the Mortgage
Loans in all four Loan Groups to date for such
Distribution Date, if occurring during the eighth,
ninth, tenth, eleventh or twelfth year, or any year
thereafter, after the Closing Date, are less than 30%,
35%, 40%, 45% or 50%, respectively, of the sum of
the Initial Certificate Principal Balances of the
Subordinate Certificates.
Notwithstanding the foregoing, if (a) the weighted
average of the Subordinate Percentages for all four
Loan Groups is equal to or in excess of twice the initial weighted
average of the Subordinate Percentages for all
four Loan Groups, (b) the outstanding principal balance of the
Mortgage Loans in all four Loan Groups delinquent
60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate
Principal Balance of the Subordinate Certificates, does not
exceed 50% and (c)(i) prior to the Distribution Date
in July 2010, cumulative Realized Losses on the Mortgage Loans
in all four Loan Groups do not exceed 20% of the
sum of the initial Certificate Principal Balances of the
Subordinate Certificates, and (ii) thereafter,
cumulative Realized Losses on the Mortgage Loans in all four
Loan Groups do not exceed 30% of the sum of the
initial Certificate Principal Balances of the Subordinate
Certificates, then (A) on any Distribution Date prior
to the Distribution Date in April 2010, each Senior Accelerated
Distribution Percentage for such Distribution
Date will equal the related Senior Percentage for that
Distribution Date plus 50% of the related Subordinate
Percentage for such Distribution Date, and (B) on any
Distribution Date on or after the Distribution Date in
April 2010, each Senior Accelerated Distribution Percentage for
that Distribution Date will equal the related
Senior Percentage for that Distribution Date.
Notwithstanding the foregoing, on any Distribution
Date on which the weighted average of the initial
Group I Senior Percentage, Group II Senior Percentage, Group III
Senior Percentage and Group IV Senior Percentage
weighted on the basis of the Stated Principal Balances of the
Mortgage Loans in the related Loan Group, exceeds
the weighted average of the initial Group I Senior Percentage,
Group II Senior Percentage, Group III Senior
Percentage and Group IV Senior Percentage (calculated on such
basis), each of the Senior Accelerated Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon reduction of the
Certificate Principal Balances of the related
Senior Certificates to zero, the related Senior Accelerated
Distribution Percentage will equal 0%.
Senior Certificate: Any one of the Class A
Certificates or Class R Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D, respectively.
Senior Percentage: The Group I Senior Percentage
with respect to Loan Group I, Group II Senior
Percentage with respect to Loan Group II, Group III Senior
Percentage with respect to Loan Group III and Group IV
Senior Percentage with respect to Loan Group IV.
Senior Principal Distribution Amount: The Group I Senior
Principal Distribution Amount, Group II Senior
Principal Distribution Amount, Group III Senior Principal
Distribution Amount or Group IV Senior Principal
Distribution Amount.
Subordinate Component: The Group I Subordinate
Component, Group II Subordinate Component, Group III
Subordinate Component or Group IV Subordinate Component.
Subordinate Principal Distribution Amount: With
respect to any Distribution Date and Loan Group and
each Class of Subordinate Certificates, (a) the sum of (i) the
product of (x) the Class's pro rata share, based
on the Certificate Principal Balance of each such Class then
outstanding, and (y) the aggregate of the amounts
calculated for such Distribution Date under clauses (1), (2)
and (3) of Section 4.02(a)(ii)(A) of this Series
Supplement (without giving effect to the related Senior
Percentage) to the extent not payable to the related
Senior Certificates; (ii) such Class's pro rata share, based on
the Certificate Principal Balance of each Class
of Subordinate Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(B)(b)
of this Series Supplement (without giving effect to the related
Senior Accelerated Distribution Percentage) to
the extent such collections are not otherwise distributed to the
related Senior Certificates; (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 to the extent
not payable to the Senior Certificates; and (iv) any amounts
described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain
undistributed to the extent that such amounts are not
attributable to Realized Losses which have been allocated to a
Class of Subordinate Certificates; minus (b) the
related Capitalization Reimbursement Amount for such Distribution
Date, multiplied by a fraction, the numerator
of which is the Subordinate Principal Distribution Amount for
such Class of Subordinate Certificates, without
giving effect to this clause (b), and the denominator of which is
the sum of the principal distribution amounts
for all related Classes of Class A Certificates and the related
Subordinate Component, without giving effect to
any reductions for the Capitalization Reimbursement Amount.
Trust Fund: REMIC I, REMIC II and the Initial Monthly
Payment Fund.
Uncertificated Accrued Interest: With respect to each
Uncertificated REMIC I Regular Interest on each
Distribution Date, an amount equal to one month's interest at
the related Uncertificated REMIC I Pass-Through
Rate on the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest. Uncertificated
Accrued Interest on the Uncertificated REMIC I Regular
Interests will be reduced by any Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls, allocated among
such Uncertificated REMIC I Regular Interests, pro
rata.
Uncertificated Principal Balance: The principal amount
of any Uncertificated REMIC I Regular Interest
outstanding as of any date of determination. The Uncertificated
Principal Balance of each Uncertificated REMIC I
Regular Interest shall be reduced by all distributions of
principal made on, and allocation of Realized Losses
to, such Uncertificated REMIC I Regular Interest on such
Distribution Date. The Uncertificated Principal Balance
of each Uncertificated REMIC I Regular Interest shall never be less
than zero.
Uncertificated REMIC I Regular Interests: The
Uncertificated partial undivided beneficial ownership
interests in REMIC I, designated as Uncertificated REMIC I Regular
Interests I-A, I-B, II-A, II-B, III-A, III-B,
IV-A, IV-B, ZZZ and R-II, each having an Uncertificated
Principal Balance as specified herein and bearing
interest at a rate equal to the related Uncertificated REMIC I
Pass-Through Rate.
Uncertificated REMIC I Pass-Through Rate: With respect
to each of the Uncertificated REMIC I Regular
Interests I-A, II-A, III-A, IV-A and ZZZ, the weighted average
of the Net Mortgage Rates of the Mortgage Loans,
weighted on the basis of the respective Stated Principal
Balances of each such Mortgage Loan as of the beginning
of the Due Period immediately preceding the related Distribution
Date. With respect to Uncertificated REMIC I
Regular Interests I-B and R-II, the Net WAC Rate of the Group I
Loans. With respect to Uncertificated REMIC I
Regular Interest II-B, the Net WAC Rate of the Group II Loans.
With respect to Uncertificated REMIC I Regular
Interest III-B, the Net WAC Rate of the Group III Loans. With
respect to Uncertificated REMIC I Regular Interest
IV-B, the Net WAC Rate of the Group IV Loans.
Uncertificated REMIC I Regular Interest Distribution
Amount: With respect to any Distribution Date, the
sum of the amounts deemed to be distributed on the Uncertificated
REMIC I Regular Interests for such Distribution
Date pursuant to Section 10.04(a).
Uncertificated REMIC II Regular Interests: REMIC II
Regular Interest III-A-1 and III-A-2.
Undercollateralized Amount: With respect any Certificate
Group and Distribution Date, the excess of (i)
the aggregate Certificate Principal Balance of such Certificate
Group over (ii) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group, in each
case calculated on such Distribution Date after
giving effect to distributions to be made thereon (other than
amounts to be distributed pursuant to Section
4.02(d) on such Distribution Date).
Undercollateralized Certificate Group: With respect
any Distribution Date, a Certificate Group for
which the related Undercollateralized Amount exceeds zero.
Underwriter: Residential Funding Securities, LLC.
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.
ARTICLE II
CONVEYANCE OF MORTGAGE
LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01
of the Standard Terms)
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 in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibits One, Two, Three
and Four hereto with respect to each Mortgage Loan
or the Mortgage Loans, as the case may be, in Loan Group
I, Loan Group II, Loan Group III and Loan Group
IV, respectively, 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), hybrid
adjustable-rate mortgage loans with level Monthly
Payments due, with respect to a majority of the
Mortgage Loans, on the first day of each month and terms
to maturity at origination or modification of
not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%,
such Mortgage Loan is the subject of a Primary
Insurance Policy that insures that (a) 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%, (b) at least 25% of such balance
if the Loan-to-Value Ratio is between 90.00% and
85.01%, and (c) at least 12% of such balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To
the best of the Company's knowledge, each such
Primary Insurance Policy is in full force and effect
and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) Approximately 15.2%, 56.1%, 55.2% and 39.6% of the
Group I Loans, Group II Loans, Group III Loans and
Group IV Loans, respectively, are located in
California. Approximately 11.3%, 16.4% and 22.6% of the
cut-off date principal balance of the Group I loans are
located in Colorado, Arizona and Illinois,
respectively;
(vii) The improvements upon the Mortgaged Properties are
insured against loss by fire and other hazards as
required by the Program Guide, including flood
insurance if required under the National Flood Insurance
Act of 1968, as amended. The Mortgage requires the
Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to
do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at the Mortgagor's
expense and to seek reimbursement therefor from
the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free
and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and
related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance
or security interest;
(ix) No more than 44.52%, 50.78%, 52.98%, 48.86% and 50.82%
of the Group I Loans, Group II Loans, Group III
Loans and Group IV Loans, respectively, by aggregate
Stated Principal Balance as of the Cut-off Date,
were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied and
therefore would not be an investor property as of the
date of origination of such Mortgage Loan. No Mortgagor
is a corporation or a partnership;
(xi) None of the Group I Loans, Group II Loans, Group III
Loans or Group IV Loans as of the Cut-off Date are
Buydown Mortgage Loans;
(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);
(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) Two of the Mortgage Loans, representing 0.3% of the are
Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties
are obtained in connection with the refinancing
thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property
as of the date the Mortgage Loan was originated was not
less than the appraised value of such property
at the time of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value Ratio of the
Mortgage Loan as of the date of origination of the
Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day
months;
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii) None of the Mortgage Loans are Pledged Asset Loans or
Additional Collateral Loans.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Custodial Files to the Trustee
or any Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian of a breach of
any of the representations and warranties set forth in this
Section 2.03(b) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the
party discovering such breach shall give prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and
warranty set forth in Section 2.03(b)(xii), the
party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust
Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing
Date; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall
be effected by the Company under the same terms
and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed
that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as
to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on behalf
of the Certificateholders. Notwithstanding the
foregoing, the Company shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the
Trustee for the benefit of Certificateholders all of its right,
title and interest in respect of the Assignment
Agreement and each Seller's Agreement (to the extent
assigned to the Company pursuant to the Assignment
Agreement) applicable to a Mortgage Loan. Insofar as the
Assignment Agreement or the Company's rights under such
Seller's Agreement relate to the representations and warranties
made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by
the Master Servicer on behalf of the Trustee and
the Certificateholders. Upon the discovery by the Company, the
Master Servicer, the Trustee or any Custodian of
a breach of any of the representations and warranties made in a
Seller's Agreement that have been assigned to the
Trustee pursuant to this Section 2.04 or of a breach of any of
the representations and warranties made in the
Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in
respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in
such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify the related
Seller or Residential Funding, as the case may
be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such
breach in all material respects within 90 days from the date the
Master Servicer was notified of such breach 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 in the case of a breach under the Assignment
Agreement Residential Funding 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 breach 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, repurchase or
substitution must occur within 90 days from the date the breach
was discovered. If the breach of representation
and warranty that gave rise to the obligation to repurchase or
substitute a Mortgage Loan pursuant to Section 4
of the Assignment Agreement was the representation and warranty
set forth in clause (xii) of Section 4 thereof,
then the Master Servicer shall request that Residential Funding
pay to the Trust Fund, concurrently with and in
addition to the remedies provided in the preceding sentence, an
amount equal to any liability, penalty or expense
that was actually incurred and paid out of or on behalf of the
Trust Fund, and that directly resulted from such
breach, or if incurred and paid by the Trust Fund thereafter,
concurrently with such payment. In the event that
Residential Funding elects to substitute a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding
shall deliver to the Trustee for the benefit of the
Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note,
the Mortgage, an Assignment of the Mortgage in recordable form
if required pursuant to Section 2.01, and such
other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar
month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not
be part of the Trust Fund and will be retained by the Master
Servicer and remitted by the Master Servicer to
Residential Funding on the next succeeding Distribution Date.
For the month of substitution, distributions to
the Certificateholders will include the Monthly Payment due
on a Deleted Mortgage Loan for such month and
thereafter Residential Funding shall be entitled to retain all
amounts received in respect of such Deleted
Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, for the
benefit of the Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of
the Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan
Schedule, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller
shall be deemed to have made the representations and warranties
with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of
substitution, insofar as Residential Funding's
rights in respect of such representations and warranties are
assigned to the Company pursuant to the Assignment
Agreement, and the Company and the Master Servicer shall be
deemed to have made with respect to any Qualified
Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties
set forth in this Section 2.04, in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the
Master Servicer shall be obligated to repurchase or substitute
for any Qualified Substitute Mortgage Loan as to
which a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the
amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the
date of substitution is less than the aggregate
Stated Principal Balance of all such Deleted Mortgage Loans (in
each case after application of the principal
portion of the Monthly Payments due in the month of
substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall
into the Custodial Account on the day of substitution, without any
reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which
notice shall be accompanied by an Officers'
Certificate as to the calculation of such shortfall and (subject
to Section 10.01(f)) by an Opinion of Counsel to
the effect that such substitution will not cause (a) any federal
tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1) of the Code or (b) any portion of any REMIC to
fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may
be, to cure such breach or purchase (or in the case of Residential
Funding to substitute for) such Mortgage Loan
as to which such a breach has occurred and is continuing and to
make any additional payments required under the
Assignment Agreement in connection with a breach of the
representation and warranty in clause (xii) of Section 4
thereof shall constitute the sole remedy respecting such
breach available to the Certificateholders or the
Trustee on behalf of Certificateholders. If the Master Servicer
is Residential Funding, then the Trustee shall
also have the right to give the notification and require the
purchase or substitution provided for in the second
preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in
the Assignment Agreement. In connection with the purchase of
or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the Trustee's right, title and
interest in respect of the Seller's Agreement and the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of
Certificates/Issuance of Certificates.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf, subject to any
exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund and/or applicable
REMIC, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the
Company executed by an officer of the Company, has executed and
caused to be authenticated and delivered to or
upon the order of the Company the Class R-I Certificates in
authorized denominations which together with the
Uncertificated REMIC I Regular Interests, evidence the
beneficial interest in the REMIC I. Concurrently with
such delivery and in exchange therefor, the Trustee, pursuant to
the written direction of the Company executed by
an officer of the Company, has executed and caused to be
authenticated and delivered to or upon the order of the
Company the Class R-II Certificates in authorized denominations
which together with the Uncertificated REMIC II
Regular Interests, evidence the beneficial interest in the REMIC
II.
Section 2.06 Conveyance of Uncertificated REMIC I Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery hereof, does
hereby assign without recourse all the right, title and
interest of the Company in and to the Uncertificated
REMIC I Regular Interests for the benefit of the Holders of each
Class of Certificates (other than the Class R-I
Certificates). The Trustee acknowledges receipt of the
Uncertificated REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive
use and benefit of all present and future Holders
of each Class of Certificates (other than the Class R-I
Certificates). The rights of the Holders of each Class
of Certificates (other than the Class R-I Certificates) to receive
distributions from the proceeds of REMIC II in
respect of such Classes, and all ownership interests of the
Holders of such Classes in such distributions shall
be as set forth in this Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in
REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I Regular Interests and,
concurrently therewith and in exchange therefore, pursuant to the
written direction of the Company executed by an
officer of the Company, the Trustee has executed and caused to
be authenticated and delivered to or upon the
order of the Company, all Classes of Certificates (other
than the Class R-I Certificates) in authorized
denominations, which evidence the beneficial interest in the entire
REMIC II.
Section 2.08 Purposes and Powers of the Trust. (See Section
2.08 of the Standard Terms)
Section 2.09 Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby
agree, notwithstanding any other express or
implied agreement to the contrary, that any and all
Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon
commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and
tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are
provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph,
the terms "tax treatment" and "tax structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND
SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02 Subservicing Agreements Between
Master Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential
Funding and Subservicers prior to the execution and delivery
of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the servicing and
administration of all or some of the Mortgage
Loans. Each Subservicer shall be either (i) an institution the
accounts of which are insured by the FDIC or (ii)
another entity that engages in the business of originating or
servicing mortgage loans, and in either case shall
be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable
law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and
in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage servicer. In addition, any Subservicer
of a Mortgage Loan insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan
guaranteed by the VA must be a VA-approved
servicer. Each Subservicer of a Mortgage Loan shall be
entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the
related Subservicing Fee from payments of interest
received on such Mortgage Loan after payment of all amounts
required to be remitted to the Master Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer
shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master
Servicer in servicing the Mortgage Loans include actions taken
or to be taken by a Subservicer on behalf of the
Master Servicer. Each Subservicing Agreement will be upon such
terms and conditions as are generally required
by, permitted by or consistent with the Program Guide and are
not inconsistent with this Agreement and as the
Master Servicer and the Subservicer have agreed; provided that,
the Subservicing Agreement between the Master
Servicer and Wells Fargo, if any, will be upon such terms and
conditions as are consistent with this Agreement
and as the Master Servicer and the Subservicer have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under
the related Subservicing Agreement. The Master
Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and
the form referred to or included in the Program Guide is merely
provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer
to modify or enter into different Subservicing
Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not
violate the provisions of either this Agreement or the Program
Guide in a manner which would materially and
adversely affect the interests of the Certificateholders. The
Program Guide and any other Subservicing Agreement
entered into between the Master Servicer and any Subservicer
shall require the Subservicer to accurately and
fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b) (See Section 3.02(b) of the Standard Terms)
Section 3.03 Successor Subservicers. (See Section
3.03 of the Standard Terms)
Section 3.04 Liability of the Master Servicer. (See
Section 3.04 of the Standard Terms)
Section 3.05 No Contractual Relationship Between
Subservicer and Trustee or Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06 Assumption or Termination of
Subservicing Agreements by Trustee. (See Section 3.06 of
the Standard Terms)
Section 3.07 Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account. (See
Section 3.07 of the Standard Terms)
Section 3.08 Subservicing Accounts; Servicing
Accounts. (See Section 3.08 of the Standard Terms)
Section 3.09 Access to Certain Documentation and
Information Regarding the Mortgage Loans. (See
Section 3.09 of the Standard Terms)
Section 3.10 Permitted Withdrawals from the
Custodial Account. (See Section 3.10 of the Standard
Terms)
Section 3.11 Maintenance of the Primary Insurance
Policies; Collections Thereunder. (See Section
3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. (See Section 3.12
of the Standard Terms)
Section 3.13 Enforcement of Due on Sale Clauses;
Assumption and Modification Agreements; Certain
Assignments. (See Section 3.13 of the
Standard Terms)
Section 3.14 Realization Upon Defaulted Mortgage
Loans. (See Section 3.14 of the Standard Terms)
Section 3.15 Trustee to Cooperate; Release of
Custodial Files. (See Section 3.15 of the Standard
Terms)
Section 3.16 Servicing and Other Compensation;
Compensating Interest. (See Section 3.16 of the
Standard Terms)
Section 3.17 Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18 Annual Statement as to Compliance. (See
Section 3.18 of the Standard Terms)
Section 3.19 Annual Independent Public
Accountants' Servicing Report. (See Section 3.19 of the
Standard Terms)
Section 3.20 Rights of the Company in Respect of
the Master Servicer. (See Section 3.20 of the
Standard Terms)
Section 3.21 Administration of Buydown Funds. (See
Section 3.21 of the Standard Terms)
Section 3.22 Advance Facility. (See Section 3.22 of
the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the
Standard Terms)
Section 4.02 Distributions.
(a) On each Distribution Date, (x) the Master Servicer on
behalf of the Trustee or (y) the Paying Agent
appointed by the Trustee, shall distribute, (I) to the Master
Servicer or a Subservicer, in the case of a
distribution pursuant to Section 4.02(a)(iii) below, the amount
required to be distributed to the Master Servicer
or a Subservicer pursuant to Section 4.02(a)(iii) below, and (II)
to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final distribution), either (1) in
immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such Certificateholder at the address of such
Holder appearing in the Certificate Register, such
Certificateholder's share (which share shall be based on the
aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder) of
the following amounts, in the following order of priority
(subject to the provisions of Sections 4.02(b) and (d)
below), in each case to the extent of the related Available
Distribution Amount:
(i) (W) from the Available Distribution Amount
related to the Group I Loans, to the Group I
Certificates, the 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), on a pro rata basis based on such
amounts due on each such Class on such Distribution
Date (the "Group I Senior Interest Distribution
Amount");
(X) from the Available
Distribution Amount related to the Group II Loans, to the
Group II Certificates, the 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), on a pro rata basis
based on such amounts due on each such Class on such
Distribution Date (the "Group II Senior Interest
Distribution Amount"); and
(Y) from the Available
Distribution Amount related to the Group III Loans, to the
Group III Certificates, the 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), on a pro rata basis
based on such amounts due on each such Class on such
Distribution Date (the "Group III Senior Interest
Distribution Amount");
(Z) from the Available
Distribution Amount related to the Group IV Loans, to the
Group IV Certificates, the 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), on a pro rata basis
based on such amounts due on each such Class on such
Distribution Date (the "Group IV Senior Interest
Distribution Amount");
(ii) to the Senior Certificates, from the Available
Distribution Amount for the related Loan Group, in the
priorities and amounts set forth in Section 4.02(b)
through Section 4.02(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
times the sum of the following:
(1) the principal portion of each Monthly Payment due during the
related Due Period on each Outstanding Mortgage
Loan in the related Loan Group, whether or not received on or
prior to the related Determination Date;
(2) the Stated Principal Balance of any Mortgage Loan in the
related Loan Group repurchased during the preceding
calendar month (or deemed to have been so repurchased in
accordance with Section 3.07(b) of the Standard
Terms) pursuant to Sections 2.02, 2.04 or 4.07 of the
Standard Terms and Section 2.03 of the Standard Terms
and this Series Supplement, and the Stated Principal Balance
of the Mortgage Loans in the related Loan Group
purchased pursuant to Section 9.01 of the Standard Terms and
this Series Supplement in connection with such
Distribution Date, if applicable, and the amount of any
shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan
in such Loan Group pursuant to Section 2.04 of
the Standard Terms or Section 2.03 of the Standard Terms and
this Series Supplement, during the preceding
calendar month; and
(3) the principal portion of all other unscheduled collections
with respect to the related Loan Group (other than
Principal Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan in such Loan Group
described in Section 4.02(a)(ii)(B) of this Series
Supplement, including without limitation any related
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the preceding calendar month (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the extent
applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 of the Standard Terms; plus
(B) with respect to each Mortgage Loan in the related Loan
Group for which a Cash Liquidation or a REO
Disposition occurred during the preceding calendar month (or
was deemed to have occurred during such period
in accordance with Section 3.07(b) of the Standard Terms),
an amount equal to the lesser of (a) the related
Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan and (b)
the related Senior Accelerated Distribution Percentage
for such Distribution Date times the related
unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 of the Standard Terms; plus
(C) the related Senior Accelerated Distribution Percentage for
such Distribution Date times the aggregate of all
Principal Prepayments in Full with respect to the related
Loan Group received in the related Prepayment
Period and Curtailments with respect to the related Loan Group
received in the preceding calendar month; plus
(D) any amounts described in subsection (ii), clauses (A), (B) and
(C) of this Section 4.02(a), as determined for
any previous Distribution Date, which remain unpaid after
application of amounts previously distributed
pursuant to this clause (D) to the extent that such amounts
are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates; plus
(E) to the Holders of the Group I Certificates, Group II
Certificates, Group III Certificates or Group IV
Certificates, as applicable, amounts required to be
distributed pursuant to Section 4.02(c) and (d); minus
(F) the related Capitalization Reimbursement Amount for such
Distribution Date, multiplied by a fraction, the
numerator of which is the related Senior Principal
Distribution Amount, without giving effect to this clause
(F), and the denominator of which is the sum of the principal
distribution amounts for all related Classes of
Senior Certificates and the related Subordinate Component
without giving effect to any reductions for the
related Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Subordinate
Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for
deposit to the Custodial Account, to the extent
of and in reimbursement for any Advances or Subservicer
Advances previously made with respect to any
Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash
Liquidation or REO Disposition of such Mortgage Loan or
REO Property;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance of the
Class B-3 Certificates; and
(xvi) to the Senior Certificates, in the priority set forth in
Section 4.02(b) of this Series Supplement, the
portion, if any, of the Available Distribution Amount
for the related Loan Group remaining after the
foregoing distributions, applied to reduce the
Certificate Principal Balances of such Senior
Certificates, but in no event more than the aggregate of
the outstanding Certificate Principal Balances
of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates
then outstanding beginning with such Class with the
Highest Priority, any portion of the Available
Distribution Amount for each Loan Group remaining
after the Senior Certificates have been retired,
applied to reduce the Certificate Principal Balance of
each such Class of Subordinate Certificates, but
in no event more than the outstanding Certificate
Principal Balance of each such Class of Subordinate
Certificates.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Subordinate
Certificates outstanding on such Distribution Date with the
Lowest Priority, or in the event the Subordinate
Certificates are no longer outstanding, the Senior Certificates,
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date will be distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued Certificate Interest on any
Class of Certificates results from an interest rate
reduction in connection with a Servicing Modification, or (2)
such unpaid Accrued Certificate Interest was
attributable to interest shortfalls relating to the failure of
the Master Servicer to make any required Advance,
or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with
respect to the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation
or REO Disposition or the related Liquidation Proceeds,
Insurance Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on
each Distribution Date occurring prior to the
Credit Support Depletion Date will be made as follows:
(i) the Group I Senior Principal Distribution Amount shall be
distributed sequentially, as follows:
(A) first, to the Class R-I and Class R-II Certificates, on a
pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero; and
(B) second, any remaining amount to the Class I-A Certificates
until the Certificate Principal Balances thereof
have been reduced to zero;
(ii) the Group II Senior Principal Distribution Amount shall be
distributed to the Class II-A-1 Certificates and
Class II-A-2 Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been
reduced to zero;
(iii) the Group III Senior Principal Distribution Amount shall be
distributed concurrently as follows.:
(A) 93.7507338265% of the amount described in clause (iii) will
be distributed to the Class III-A-1 and Class
III-A-2 Certificates, sequentially, in that order, until the
Certificate Principal Balances thereof have been
reduced to zero;
(B) 6.2492661735% of the amount described in clause (iii) will be
distributed to the Class III-A-3 Certificates
until the Certificate Principal Balances thereof have been
reduced to zero;
(iv) the Group IV Senior Principal Distribution Amount shall be
distributed to the Class IV-A Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero; and
(c) Prior to the occurrence of the Credit Support Depletion
Date but after the reduction of the Certificate
Principal Balances of any of the Group I, Group II, Group III or
Group IV Certificates to zero, the remaining
Group I, Group II, Group III or Group IV Certificates, as
applicable, will be entitled to receive, on a pro rata
basis, based on the Certificate Principal Balances of the
related Certificates, in addition to any Principal
Prepayments in Full and Curtailments related to such
Certificates' respective Loan Group, 100% of the Principal
Prepayments in Full and Curtailments on the Mortgage Loans in
the Loan Group related to the Certificates that
have been reduced to zero, and in accordance with the
priorities set forth in clause 4.02(b) above, and in
reduction of the Certificate Principal Balances thereof, on any
Distribution Date unless (i) the weighted average
of the initial Subordinate Percentages for all four Loan Groups,
weighted on the basis of the Stated Principal
Balances of the Mortgage Loans in the related Loan Group, is
at least two times the weighted average of the
initial Subordinate Percentages for all four Loan Groups
(calculated on such basis) and (ii) the outstanding
principal balance of the Mortgage Loans in all four Loan Groups
delinquent 60 days or more averaged over the last
six months, as a percentage of the aggregate outstanding
Certificate Principal Balance of the Class M
Certificates and Class B Certificates, is less than 50%.
(d) For any Undercollateralized Certificate Group on any
Distribution Date prior to the Credit Support
Depletion Date (i) 100% of the mortgagor prepayments
allocable to the Class M Certificates and Class B
Certificates on the Mortgage Loans in non-related Loan Groups
will be distributed to such Undercollateralized
Certificate Group in accordance with the priorities set forth in
Section 4.02(b) for the related Senior Principal
Distribution Amount, in reduction of the Certificate Principal
Balance of such Undercollateralized Certificate
Group, until such Certificate Principal Balance equals the
aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group and (ii) an amount equal to one
month's interest at the Pass-Through Rate for
such Class or Classes of the Undercollateralized Certificate Group
on the related Undercollateralized Amount will
be distributed from that portion of the Available Distribution
Amount for any non-related Loan Groups that would
be otherwise allocable to the Class M Certificates and Class B
Certificates, in the following priority: first to
pay any unpaid interest on such Undercollateralized Certificate
Group and then to pay principal thereon in the
priorities set forth in Section 4.02(b). If there exists more than
one Undercollateralized Certificate Group on
a Distribution Date, amounts distributable to such
Undercollateralized Certificate Groups pursuant to the
preceding sentence will be allocated between such
Undercollateralized Certificate Groups, pro rata, based upon
their respective Undercollateralized Amounts.
(e) After reduction of the Certificate Principal Balances of
the Senior Certificates in a Certificate Group
to zero but prior to the Credit Support Depletion Date, such
Class or Classes of Senior Certificates will be
entitled to no further distributions of principal thereon and the
related Available Distribution Amount will be
paid (subject to Section 4.02(c) above) solely to the holders of
the Subordinate Certificates, in each case as
described herein.
(f) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to
distributions as described in clause (b) above in respect of
principal among the various classes of Senior
Certificates will be disregarded, and (i) the applicable Senior
Principal Distribution Amount will be distributed
to the remaining Classes of related Senior Certificates pro rata
in accordance with their respective outstanding
Certificate Principal Balances, and (ii) the amounts set forth
in Section 4.02(a)(i) will be distributed as set
forth therein.
(g) In addition to the foregoing distributions, with
respect to any Subsequent Recoveries, the Master
Servicer shall deposit such funds into the Custodial Account
pursuant to Section 3.07(b)(iii). If, after taking
into account such Subsequent Recoveries, the amount of a Realized
Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Subordinate Certificates
with the Highest Priority to which Realized Losses, have been
allocated, but not by more than the amount of
Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.05. The amount of any
remaining Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the Class of
Certificates with the next Lower Priority, up to the amount of
such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 4.05. Any remaining
Subsequent Recoveries will in turn be applied to
increase the Certificate Principal Balance of the Class of
Certificates with the next Lower Priority up to the
amount of such Realized Losses previously allocated to that Class
of Certificates pursuant to Section 4.05, and
so on. Holders of such Certificates will not be entitled to
any payment in respect of Accrued Certificate
Interest on the amount of such increases for any Interest Accrual
Period preceding the Distribution Date on which
such increase occurs. Any such increases shall be applied
to the Certificate Principal Balance of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(h) The Classes of Exchangeable Certificates outstanding on
any Distribution Date shall be entitled to the
principal and interest distributions for such Certificates
pursuant to this Section 4.02. In the event that any
Class of Exchangeable Certificates comprising a Combination Group
are exchanged for their related Exchangeable or
Exchanged Certificates, such Exchanged Certificates shall be
entitled to the principal distributions that would
be allocable to the related Exchangeable Certificates pursuant
to this Section 4.02 as if such Exchangeable
Certificates were outstanding on such date. Such Exchanged
Certificates shall also be entitled to the combined
Pass-Through Rate of the related Exchangeable Certificates.
(i) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be solely responsible for
crediting the amount of such distribution to the
accounts of its Depository Participants in accordance with its
normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm") for
which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor.
(j) Except as otherwise provided in Section 9.01, if
the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates will be
made on a future Distribution Date, the Master
Servicer shall, no later than 40 days prior to such final
distribution, notify the Trustee and the Trustee shall,
not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final
distribution, distribute or cause to be distributed to each
Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final
distribution with respect to such Class of Certificates
will be made on such Distribution Date but only upon
presentation and surrender of such Certificates at the
office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates
from and after the end of the prior calendar month. In the event
that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender
their Certificates for final cancellation, the
Trustee shall cause funds distributable with respect to such
Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03 Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting. (See
Section 4.03 of the Standard Terms and
Exhibit Five hereto)
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer. (See
Section 4.04 of the Standard Terms)
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized
Losses, if any, that resulted from any Cash Liquidation,
Servicing Modification, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period or, in the case of a
Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due
during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate.
All Realized Losses shall be allocated as
follows: first, to the Class B-3 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; third, to the Class B-1 Certificates until the
Certificate Principal Balance thereof has been reduced to
zero; fourth to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero; fifth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero; and, thereafter, the entire amount of Realized Losses
will be allocated (A) on a pro rata basis to the
Group I Senior Certificates, in the case of Realized Losses on
Group I Loans, (B) on a pro rata basis to the
Group II Senior Certificates, in the case of Realized Losses
on Group II Loans, (C) to the Group III Senior
Certificates, in the case of Realized Losses on Group III Loans
and (D) to the Group IV Senior Certificates, in
the case of the Realized Losses on Group IV Loans.
In addition, the Classes of Exchangeable Certificates
outstanding on any Distribution Date shall bear
the share of Realized Losses and interest shortfalls allocable to
such Class of Certificates as provided in this
Section 4.05 and the definition of Accrued Certificate Interest.
In addition, such Exchanged Certificates shall
be allocated the Realized Losses and interest shortfalls that would
be allocable to each of the Classes of
related Exchangeable Certificates in a Combination Group pursuant
to this Section 4.05 and the definition of
Accrued Certificate Interest were such Classes of Exchangeable
Certificates outstanding on such date.
On any Distribution Date, Realized Losses will be
allocated as set forth herein after distributions of
principal on the Certificates as set forth herein.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified
Classes of Certificates means an allocation on a pro rata basis,
among the various Classes so specified, to each
such Class of Certificates on the basis of their then outstanding
Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date in
the case of the principal portion of a Realized
Loss or based on the Accrued Certificate Interest thereon
payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date) in the
case of an interest portion of a Realized Loss.
Except as provided in the following sentence, any allocation of
the principal portion of Realized Losses to a
Class of Certificates shall be made by reducing the
Certificate Principal Balance thereof by the amount so
allocated, which allocation shall be deemed to have occurred on
such Distribution Date; provided that no such
reduction shall reduce the aggregate Certificate Principal
Balance of the Certificates below the aggregate Stated
Principal Balance of the Mortgage Loans. Any allocation of
the principal portion of Realized Losses to the
Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition
of "Certificate Principal Balance" and by operation of the
provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses (other than any
interest rate reduction resulting from a Servicing
Modification) shall be made in proportion to the amount of
Accrued Certificate Interest and by operation of the
definition of "Accrued Certificate Interest" and by operation of
the provisions of Section 4.02(a). Allocations
of the interest portion of a Realized Loss resulting from an
interest rate reduction in connection with a
Servicing Modification shall be made by operation of the
provisions of Section 4.02(a). All Realized Losses and
all other losses allocated to a Class of Certificates hereunder
will be allocated among the Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property. (See Section 4.06 of the
Standard Terms).
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of the Standard Terms).
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. (See Section 5.01 of the
Standard Terms)
Section 5.02 Registration of Transfer and Exchange of
Certificates.
(a) (See Section 5.02(a) of the Standard Terms).
(b) (See Section 5.02(b) of the Standard Terms).
(c) (See Section 5.02(c) of the Standard Terms).
(d) (See Section 5.02(d) of the Standard Terms).
(e) (i) In the case of any Class B or Class R
Certificate presented for registration in the name
of any Person, either (A) the Trustee shall require an Opinion of
Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase and holding of
such Class B or Class R Certificate are permissible under
applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will
not subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee,
the Company or the Master Servicer or (B) the
prospective Transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit
H (with respect to any Class B Certificate) or
paragraph fifteen of Exhibit G-1 (with respect to any Class R
Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other
certifications as the Trustee may deem desirable or
necessary in order to establish that such Transferee or the
Person in whose name such registration is requested
either (a) is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of
ERISA or Section 4975 of the Code (each, a "Plan"), or any Person
(including, without limitation, an investment
manager, a named fiduciary or a trustee of any Plan) who is
using plan assets, within the meaning of the U.S.
Department of Labor regulation promulgated at 29 C.F.R.
Section 2510.3-101, as modified by Section 3(42) of
ERISA, of any Plan to effect such acquisition (each, a "Plan
Investor") or (b) in the case of any Class B
Certificate, the following conditions are satisfied: (i) such
Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or any
interest therein) is an "insurance company
general account" (as defined in U.S. Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60),
and (iii) the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(ii) Any Transferee of a Class M Certificate
will be deemed to have represented by virtue
of its purchase or holding of such Certificate (or any
interest therein) that either (a) such Transferee
is not a Plan or a Plan Investor, (b) it has acquired
and is holding such Certificate in reliance on
Prohibited Transaction Exemption ("PTE") 94-29, 59
Fed. Reg. 14674 (March 29, 1994), as most recently
amended by PTE 2002-41, 67 Fed. Reg. 54487 (August
22, 2002) (the "RFC Exemption"), and that it
understands that there are certain conditions to the
availability of the RFC Exemption including that
such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by
Standard & Poor's, Fitch, Moody's, DBRS Limited
or DBRS, Inc. (c) such Transferee is a Complying
Insurance Company.
(iii) (A) If any Class M Certificate
(or any interest therein) is acquired or held by
any Person that does not satisfy the conditions
described in paragraph (ii) above, then the last
preceding Transferee that either (i) is not a Plan or a
Plan Investor, (ii) acquired such Certificate in
compliance with the RFC Exemption, or (iii) is a
Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations
as Certificate Owner thereof retroactive to the
date of such Transfer of such Class M Certificate. The
Trustee shall be under no liability to any Person
for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner
whose acquisition or holding of any Class M
Certificate (or any interest therein) was
effected in violation of the restrictions in this
Section 5.02(e) shall indemnify and hold
harmless the Company, the Trustee, the Master
Servicer, any Subservicer, each Underwriter
and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred
by such parties as a result of such acquisition
or holding.
(iv) Any Purchaser of an allowable
combination of Exchangeable Certificates or Exchanged
Certificates will be deemed to have represented by
virtue of its purchase and holding of such
Certificates (or any interest therein) that either (a)
it is not a Plan or a Plan Investor or (b) it has
acquired and is holding such Certificates in reliance on
the RFC Exemption and that it understands that
there are certain conditions to the availability of the
RFC Exemption including that such Certificates
must be rated, at the time of the exchange, not lower
than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch, Moody's, DBRS Limited or DBRS, Inc.
(v) Any Purchaser of a combination of
Exchangeable Certificates or Exchanged Certificates
that is not eligible for exemptive relief under the RFC
Exemption will be deemed to have represented by
virtue of its purchase and holding of such Certificates
(or any interest therein) that either (a) it is
not a Plan or a Plan Investor; (b) it is a Complying
Insurance Company; or (c) it has provided the
Trustee with an Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee,
the Company and the Master Servicer to the effect that the
purchase and holding of such Certificates by
or on behalf of those entities are permissible under
applicable law, will not constitute or result in a
non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not
subject the Trustee, the Company and the Master
Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not
be an expense of the Trustee, the Company or the Master
Servicer.
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates. (See Section 5.03 of the Standard Terms)
Section 5.04 Persons Deemed Owners. (See Section 5.04 of the
Standard Terms)
Section 5.05 Appointment of Paying Agent. (See Section 5.05
of the Standard Terms)
Section 5.06 U.S.A. Patriot Act Compliance. (See Section 5.06
of the Standard Terms)
Section 5.07 Exchangeable Certificates.
(a) Upon the presentation and surrender by any
Certificateholder of its Exchangeable Certificates or
Exchanged Certificates, as applicable, in the appropriate
combination as set forth on Exhibit Seven, such
Certificateholder shall hereunder transfer, assign, set over
and otherwise convey to the Trustee, all of such
Certificateholder's right, title and interest in and to such
Exchangeable Certificates or Exchanged Certificates,
as applicable.
The Exchangeable and Exchanged Certificates
shall be transferred in uncertificated form to the
Underwriter pursuant to Section 3 of the Underwriting Agreement.
The Exchangeable or Exchanged Certificates in
which the Underwriter does not take an initial position in on
the books of DTC shall be transferred by the
Underwriter to the Trustee to be held in trust. U.S. Bank
National Association, acting in its capacity as
Trustee, acknowledges (i) the transfer and assignment to it of
the uncertificated Exchangeable or Exchanged
Certificates, as applicable, pursuant to this Section 5.07 and
Section 3 of the Underwriting Agreement and (ii)
any transfer and assignment of uncertificated Exchangeable or
Exchanged Certificates, as applicable, pursuant to
the foregoing paragraph, and hereby declares that it will hold
the same in trust for the Certificateholders on
the terms contained in this Agreement.
(b) The Exchangeable Certificates and Exchanged
Certificates authorized by this Agreement shall have the
characteristics specified or determined as set forth in Exhibit
Seven, and otherwise shall be subject to the
terms and provisions set forth herein.
(c) The Exchangeable Certificates and the Exchanged
Certificates, as applicable, shall be exchangeable on
the books of DTC for the Exchanged Certificates or Exchangeable
Certificates, as applicable, on and after the
Closing Date, in accordance with the terms and conditions
set forth and otherwise in accordance with the
procedures specified hereunder.
In the case of each Combination Group, the
Exchangeable Certificates shall be exchangeable for
the Exchanged Certificates related to such Combination Group in
respective denominations determined based on the
proportion that the initial Certificate Principal Balances of the
Exchangeable Certificates bear to the original
Certificate Principal Balance of the related Exchanged
Certificates, as set forth in Exhibit Seven. Upon any
such exchange, the portions of the Exchangeable Certificates
designated for exchange shall be deemed exchanged
and replaced by the Exchanged Certificates issued in exchange
therefore. Correspondingly, Exchanged Certificates
related to a Combination Group may be further designated for
exchange for the Exchangeable Certificates (or for
other Exchanged Certificates, if applicable) related to a
Combination Group in respective denominations
determined based on the proportion that the initial Certificate
Principal Balances of such Exchanged Certificates
bear to the original Certificate Principal Balances of the
Exchangeable Certificates or the related Exchanged
Certificates, in each case, as set forth in Exhibit Seven.
There shall be no limitation on the number of
exchanges authorized pursuant to this Section 5.07, and, except
as provided below, no fee or other charge shall
be payable to the Trustee or DTC in connection therewith.
In order to effect an exchange of Certificates,
the Certificateholder shall notify the Trustee
and the Master Servicer in writing, substantially in the
form of Exhibit S, (including by e-mail at
sfs.exchange@usbank.com and MSDocumentDistribution@gmacrfc.com),
and in accordance with the requirements set
forth herein, no earlier than the first calendar day of each
month and no later than three Business Days before
the proposed exchange date. The exchange date will be subject to
the Trustee's approval but it can generally be
any Business Day other than the first and last Business Days of
the month and subject to the preceding sentence.
The notice must be on the Certificateholder's letterhead, carry
a medallion stamp guarantee and set forth the
following information: (i) the CUSIP number of each Certificate
or Certificates (as applicable) to be exchanged
and Certificate or Certificates (as applicable) to be
received; (ii) the outstanding Certificate Principal
Balance and/or Notional Amount and the initial Certificate
Principal Balance and/or Notional Amount of the
Certificates to be exchanged; (iii) the DTC participant numbers
to be debited and credited and (iv) the proposed
exchange date. After receiving the notice, the Trustee will
e-mail the certificateholder wire payment
instructions relating to the exchange fee. The Trustee will
utilize the Deposit and Withdrawal System at DTC to
exchange the Certificates. A notice becomes irrevocable on the
second Business Day before the proposed exchange
date.
Notwithstanding any other provision herein set
forth, a fee shall be payable to the Trustee in
connection with each exchange equal to $10,000. Such fee must
be received by the Trustee prior to the exchange
date or such exchange shall not be effected.
The Trustee shall make the first distribution
on an Exchangeable Certificate or an Exchanged
Certificate received in an exchange transaction on the
Distribution Date in the following month to the
Certificateholder of record as of the close of business on the last
day of the month of the exchange.
Section 5.08 Tax Status and Reporting of Exchangeable
Certificates.
(a) It is intended that the Grantor Trust be classified for
federal income tax purposes as a grantor trust
under Subpart E, part I of subchapter J of chapter 1 of the
Code, and the powers granted and obligations
undertaken in this Agreement shall be construed so as to further
such intent. Under no circumstances shall the
Trustee, the Master Servicer, the Company or the REMIC
Administrator have the power to vary the investments of
the Holders of Exchangeable Certificates or Exchanged
Certificates in their related assets of the Grantor Trust
in order to take advantage of variations in the market to
improve their rate of return. The Exchangeable
Certificates and the Exchanged Certificates represent
undivided beneficial ownership of the Grantor Trust
Uncertificated REMIC II Regular Interests identified as
related to such Certificates in the definition of
Uncertificated REMIC II Regular Interests.
(b) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines
are required with respect to the Grantor Trust and deliver such
Tax Returns in a timely manner to the Trustee,
and, if required by applicable law, the Trustee is directed
to and shall sign and file such Tax Returns in a
timely manner. The expenses of preparing such returns shall
be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees
to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's
signing of such Tax Returns that contain errors or
omissions. The Trustee and the Master Servicer shall
promptly provide the REMIC Administrator with such
information in their possession as the REMIC Administrator may
from time to time request for the purpose of
enabling the REMIC Administrator to prepare such Tax Returns.
(c) Each beneficial owner of an Exchangeable Certificate or
an Exchanged Certificate shall be deemed to have
instructed the Trustee to deposit the related Grantor Trust
Uncertificated REMIC II Regular Interests into the
Grantor Trust. The Trustee shall establish and maintain a Grantor
Trust Account. On each Distribution Date, the
Master Servicer on behalf of the Trustee (or the Paying Agent
appointed by the Trustee) shall deposit into the
Grantor Trust Account all amounts deemed distributed with
respect to Grantor Trust Uncertificated REMIC II
Regular Interests pursuant to the provisions of Section 10.04(b).
(d) The Grantor Trust is a WHFIT that is a WHMT. The
Trustee will report as required under the WHFIT
Regulations to the extent such information is reasonably
necessary. To enable the Trustee to do so, and to the
extent such information is not in the Trustee's possession,
the REMIC Administrator shall provide such
information to the Trustee on a timely basis. The Trustee is
hereby directed pursuant to this Agreement to
assume that DTC is the only "middleman" (as such term is defined
in the WHFIT Regulations) unless the Company or
the Master Servicer notifies the Trustee in writing of the
identities of other "middlemen" that are Holders of
Exchangeable Certificates or Exchanged Certificates. The Master
Servicer and the Company agree to notify the
Trustee in writing of any such additional "middlemen" of which they
have knowledge.
(e) The Trustee will report required WHFIT information
using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The
Trustee will be under no obligation to determine
whether any Exchangeable or Exchanged Certificateholder or other
beneficial owner of an Exchangeable Certificate
or an Exchanged Certificate, to the extent the Trustee knows of
any other beneficial owner of an Exchangeable
Certificate or an Exchanged Certificate, uses the cash or
accrual method. The Trustee will make available
information as required by the WHFIT Regulations to Exchangeable
and Exchanged Certificateholders annually. In
addition, the Trustee will not be responsible or liable for
providing subsequently amended, revised or updated
information to any Exchangeable or Exchanged
Certificateholder, unless requested in writing by such
Certificateholder.
(f) To the extent required by the WHFIT Regulations, the
Trustee will use reasonable efforts to make
available on its website the CUSIP Numbers for the Exchangeable
Certificates and the Exchanged Certificates. The
CUSIP Numbers so published will represent the Rule 144A CUSIP
Numbers. The Trustee will make reasonable good
faith efforts to keep the CUSIP number information on its
website accurate and updated to the extent CUSIP
Numbers have been received. The Trustee will not be liable for
investor reporting delays that result from the
receipt of inaccurate or untimely CUSIP Number information.
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER
Section 6.01 Respective Liabilities of the Company and Master
Servicer. (See Section 6.01 of the Standard
Terms.)
Section 6.02 Merger or Consolidation of the Company or Master
Servicer; Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) (See Section 6.02(a) of the Standard Terms).
(b) (See Section 6.02(b) of the Standard Terms).
(c) (See Section 6.02(c) of the Standard Terms).
(d) The conversion of Residential Funding Mortgage
Securities I, Inc.'s organizational structure from a
Delaware corporation to a limited liability company shall not
require the consent of any party or notice to any
party and shall not in any way affect the rights or obligations
of Residential Funding Mortgage Securities I,
Inc. hereunder.
(e) The Master Servicer shall notify the Rating Agencies
and the Trustee in writing of any merger,
conversion or consolidation of the Master Servicer with or into any
Person.
Section 6.03 Limitation on Liability of the Company, Master
Servicer and Others. (See Section 6.03 of the
Standard Terms.)
Section 6.04 Company and Master Servicer Not to Resign. (See
Section 6.04 of the Standard Terms.)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE
STANDARD TERMS)
ARTICLE VIII
CONCERNING THE
TRUSTEE
(SEE ARTICLE VIII OF THE
STANDARD TERMS)
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE
STANDARD TERMS)
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the
Standard Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the
Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat
the segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject to this
Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund), as a REMIC (REMIC
I) for federal income tax purposes. The REMIC
Administrator will make an election to treat the segregated pool of
assets consisting of the Uncertificated REMIC
I Regular Interests, and subject to this Agreement (excluding
the Initial Monthly Payment Fund), as a REMIC
(REMIC II) for federal income tax purposes.
The Uncertificated REMIC I Regular Interests will be
"regular interests" in REMIC I and the Class R-I
Certificates will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as
defined in the Standard Terms).
The REMIC II Regular Interests shall be "regular
interests" in REMIC II, and the Class R-II Certificates
will be the sole class of "residual interests" therein for
purposes of the REMIC Provisions (as defined in the
Standard Terms) under federal income tax law.
Section 10.04 Distributions on the Uncertificated REMIC I and
REMIC II Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed
to distribute to itself, as the holder of the
Uncertificated REMIC I Regular Interests and to the holder of the
Class R-I Certificate, Uncertificated Accrued
Interest on the Uncertificated REMIC I Regular Interests and
Class R-I Certificate, pro rata, for such
Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous
Distribution Date.
(b) Distributions of principal from the Group I Loans shall be
deemed to be made to the Uncertificated REMIC
I Regular Interest R-II and Class R-I Certificate, pro rata,
until the Uncertificated Principal Balance of the
Uncertificated REMIC I Regular Interest R-II and the principal
balance of the Class R-I Certificate have been
reduced to zero.
(c) Distributions of principal from the Loan Groups
shall then be deemed to be made to the related
Uncertificated REMIC I Regular Interests (other than
Uncertificated REMIC I Regular Interest R-II) first, so as
to keep the Uncertificated Principal Balance of each such related
Uncertificated REMIC I Regular Interest ending
with the designation "B" equal to 0.01% of the aggregate Stated
Principal Balance of the Mortgage Loans in the
related Loan Group; second, so as to keep the principal
balance of each such related Uncertificated REMIC I
Regular Interest ending with the designation "A" equal to 0.01%
of the Group I Subordinate Component, the Group
II Subordinate Component, the Group III Subordinate Component or
the Group IV Subordinate Component, as the case
may be (except that if on any Distribution Date the Subordinate
Component for any Loan Group is greater than the
Subordinate Component for such Loan Group on the preceding
Distribution Date, the least amount of principal shall
be distributed to Uncertificated REMIC I Regular Interests
I-A, II-A, III-A and IV-A such that the REMIC I
Subordinate Balance Ratio is maintained); and third, any
remaining principal shall be distributed to
Uncertificated REMIC I Regular Interest ZZZ. Realized Losses
on the Mortgage Loans shall be applied after all
distributions have been made on each Distribution Date first, so
as to keep the Uncertificated Principal Balance
of each Uncertificated REMIC I Regular Interest ending with the
designation "B" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related
Loan Group; second, Realized Losses shall be
applied after all distributions have been made on each
Distribution Date, so as to keep the principal balance of
each Uncertificated REMIC I Regular Interest ending with the
designation "A" equal to 0.01% of the Group I
Subordinate Component, the Group II Subordinate Component, the
Group III Subordinate Component or the Group IV
Subordinate Component, as the case may be (except that if on any
Distribution Date the Subordinate Component for
any Group of Loans is greater than the Subordinate
Component for such Group of Loans on the preceding
Distribution Date, the least amount of Realized Losses shall
be applied to Uncertificated REMIC I Regular
Interests I-A, II-A, III-A and IV-A such that the REMIC I
Subordinate Balance Ratio is maintained); and third,
the remaining Realized Losses shall be allocated to Uncertificated
REMIC I Regular Interest ZZZ.
(d) (i) Distributions of uncertificated accrued interest and
principal, and allocations of Realized Losses,
shall be deemed made by the Trustee on behalf of REMIC II on
and in respect of the Uncertificated REMIC II
Regular Interests in accordance with the distributions of
interest and principal, and allocations of Realized
Losses made under Article IV for the related Exchangeable and
Exchanged Certificates, as applicable.
(ii) Notwithstanding the deemed distributions
on the Uncertificated REMIC I Regular Interests
and the Uncertificated REMIC II Regular Interests, as the
case may be, described in this Section 10.04,
distributions of funds from the Certificate Account shall be made
only in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement,
the Trustee or any Paying Agent, as applicable,
shall comply with all federal withholding requirements
respecting payments to Certificateholders, including
interest or original issue discount payments or advances
thereof that the Trustee or any Paying Agent, as
applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be
required for such withholding. In the event the Trustee or any
Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trustee or any Paying
Agent, as applicable, shall indicate the amount
withheld to such Certificateholder pursuant to the terms of such
requirements.
ARTICLE XI
MISCELLANEOUS
PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard
Terms)
Section 11.02 Recordation of Agreement.; Counterparts. (See
Section 11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See
Section 11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the
Standard Terms)
Section 11.05 Notices.
All demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to
the appropriate address for each recipient listed
in the table below or, in each case, such other address as may
hereafter be furnished in writing to the Master
Servicer, the Trustee and the Company, as applicable:
Recipient
Address
Company 8400
Normandale Lake Boulevard
Suite 250,
Minneapolis, Minnesota 55437,
Attention:
President
Master Servicer 2255 N.
Ontario Street, Suite 400
Burbank,
California 91504-2130,
Attention:
Managing Director/Master Servicing
Trustee Corporate
Trust Office
U.S. Bank
National Association
EP-MN-WS3D
60 Livingston
Avenue
St. Paul,
Minnesota 55107-2292
Attn:
Structured Finance/RFMSI 2007-SA3
Fitch Ratings One State
Street Plaza
34th Floor
New York, New
York 10004
Standard & Poor's 55 Water
Street
New York, New
York 10041
Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06 Required Notices to Rating Agency and
Subservicer. (See Section 11.06 of the Standard Terms).
Section 11.07 Severability of Provisions. (See Section 11.07
of the Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
99.00% of all Voting Rights shall be allocated among
Holders of Certificates, other than the Class R
Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates,
0.50% and 0.50% of all Voting Rights will be allocated among
the Holders of the Class R-I and Class R-II
Certificates, respectively, in accordance with their respective
Percentage Interests.
Section 11.10 No Petition. (See Section 11.10 of the Standard
Terms).
ARTICLE XII
COMPLIANCE WITH
REGULATION AB
(SEE ARTICLE XII OF THE
STANDARD TERMS)
IN WITNESS WHEREOF, the Company, the Master Servicer
and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly
authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year first above
written.
[Seal]
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: _________________________
By: _________________________
Name:
Name: Jeffrey Blaschko
Title:
Title: Vice President
[Seal]
RESIDENTIAL FUNDING COMPANY, LLC
Attest: _________________________
By: _________________________
Name:
Name: Tim Jacobson
Title:
Title: Associate
[Seal]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Attest: _________________________
By: _________________________
Name:
Name: Michelle Moeller
Title:
Title: Assistant Vice President
PSA Series Supplement
RFMSI Series 2007-SA3
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of June, 2007 before me, a
notary public in and for said State, personally
appeared Jeffrey Blaschko, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc.,
one of the corporations that executed the within instrument,
and also known to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
______________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of June, 2007 before me, a
notary public in and for said State, personally
appeared Tim Jacobson, known to me to be an Associate of
Residential Funding Company, LLC, one of the entities
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said
company, and acknowledged to me that such company executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
_______________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF RAMSEY )
On the 28th day of June, 2007 before me, a
notary public in and for said State, personally
appeared Michelle Moeller, known to me to be an Authorized
Officer of U.S. Bank National Association, the
national banking association that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said banking entity and acknowledged
to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
_______________________
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR
LOAN GROUP I
(On file with RFC)
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR
LOAN GROUP II
(On file with RFC)
EXHIBIT THREE
MORTGAGE LOAN SCHEDULE FOR
LOAN GROUP III
(On file with RFC)
EXHIBIT FOUR
MORTGAGE LOAN SCHEDULE FOR
LOAN GROUP IV
(On file with RFC)
EXHIBIT FIVE
INFORMATION TO BE
INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT(4)
(i) the applicable Record Date, Determination Date, Interest
Accrual Period and Distribution Date;
(ii) the aggregate amount of payments received with respect
to the Mortgage Loans, including prepayment
amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the
Master Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid;
(v) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal
Prepayments;
(vi) the amount of such distribution to Holders of such Class
of Certificates allocable to interest;
(vii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would
be distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall;
(viii) the aggregate Certificate Principal Balance of each
Class of Certificates before and after giving effect
to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(ix) the weighted average remaining term to maturity of
the Mortgage Loans and for each Loan Group after
giving effect to the amounts distributed on such Distribution Date;
(x) the weighted average Mortgage Rates of the Mortgage
Loans and for each Loan Group after giving effect to
the amounts distributed on such Distribution Date;
(xi) the number and Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of
principal on such Distribution Date and the number of Mortgage
Loans at the beginning and end of the preceding
Due Period in the aggregate and for each Loan Group;
(xii) on the basis of the most recent reports furnished to it
by Subservicers, in the aggregate and for each
Loan Group, the number and Stated Principal Balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B)
60-89 days and (C) 90 or more days and the number and Stated
Principal Balance of Mortgage Loans that are in
foreclosure;
(xiii) in the aggregate and for each Loan Group, the aggregate
amount of Realized Losses for such Distribution
Date;
(xiv) the amount, terms and general purpose of any Advance by
the Master Servicer pursuant to Section 4.04;
(xv) any material modifications, extensions or waivers to
the terms of the Mortgage Loans during the Due
Period or that have cumulatively become material over time;
(xvi) any material breaches of Mortgage Loan representations or
warranties or covenants in the Agreement;
(xvii) the related Subordinate Principal Distribution Amount;
(xviii) in the aggregate and for each Loan Group, the number,
Stated Principal Balance and actual principal
balance of any REO Properties;
(xix) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such Distribution
Date;
(xx) the Pass-Through Rates on each Class of Certificates;
(xxi) the occurrence of the Credit Support Depletion Date;
(xxii) the Senior Accelerated Distribution Percentage for each
Loan Group applicable to such Distribution Date;
(xxiii) the Group I Senior Percentage and Subordinate Class
Percentage, Group II Senior Percentage and
Subordinate Class Percentage, Group III Senior Percentage and
Subordinate Class Percentage and Group IV Senior
Percentage and Subordinate Class Percentage for such Distribution
Date; and
(xxiv) in the aggregate and for each Loan Group, the
aggregate amount of any recoveries on previously
foreclosed loans.
In the case of information furnished pursuant to clauses (v) and
(vi) above, the amounts shall be expressed as a
dollar amount per Certificate with a $1,000 denomination.
EXHIBIT SIX
STANDARD TERMS OF POOLING AND
SERVICING
AGREEMENT DATED AS OF APRIL
1, 2007
=======================================================================================================================================
STANDARD
TERMS OF
POOLING AND
SERVICING AGREEMENT
Dated as of
April 1, 2007
Residential Funding
Mortgage Securities I, Inc.
Mortgage
Pass-Through Certificates
=======================================================================================================================================
TABLE OF
CONTENTS
Page
ARTICLE I
DEFINITIONS....................................................................................1
Section 1.01.
Definitions.......................................................................1
Section 1.02. Use of Words and
Phrases.........................................................33
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES..............................34
Section 2.01. Conveyance of Mortgage
Loans.....................................................34
Section 2.02. Acceptance by
Trustee............................................................41
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and the Company.42
Section 2.04. Representations and Warranties of
Residential Funding............................44
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC
I.............................................................46
Section 2.06. Conveyance of Uncertificated REMIC I
and REMIC II Regular Interests; Acceptance
by the Trustee
..................................................................46
Section 2.07. Issuance of Certificates Evidencing
Interests in REMIC II........................46
Section 2.08. Purposes and Powers of the
Trust.................................................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS................................................47
Section 3.01. Master Servicer to Act as
Servicer...............................................47
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations...........................................49
Section 3.03. Successor
Subservicers...........................................................50
Section 3.04. Liability of the Master
Servicer.................................................50
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders50
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee..................51
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account......51
Section 3.08. Subservicing Accounts; Servicing
Accounts........................................54
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.....56
Section 3.10. Permitted Withdrawals from the
Custodial Account.................................56
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder............58
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage................59
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments
.............................................................60
Section 3.14. Realization Upon Defaulted Mortgage
Loans........................................62
Section 3.15. Trustee to Cooperate; Release of
Custodial Files.................................66
Section 3.16. Servicing and Other Compensation;
Compensating Interest..........................67
Section 3.17. Reports to the Trustee and the
Company...........................................68
Section 3.18. Annual Statement as to Compliance
and Servicing Assesment........................68
Section 3.19. Annual Independent Public
Accountants' Servicing Report..........................69
Section 3.20. Rights of the Company in Respect of
the Master Servicer..........................69
Section 3.21. Administration of Buydown
Funds..................................................70
Section 3.22. Advance
Facility.................................................................70
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS................................................................74
Section 4.01. Certificate
Account..............................................................74
Section 4.02.
Distributions....................................................................75
Section 4.03. Statements to Certificateholders;
Statements to Rating Agencies; Exchange
Act Reporting
...................................................................75
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances by the Master
Servicer
........................................................................77
Section 4.05. Allocation of Realized
Losses....................................................79
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property....................79
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans....................................79
Section 4.08. Surety
Bond......................................................................80
ARTICLE V THE
CERTIFICATES..............................................................................80
Section 5.01. The
Certificates.................................................................80
Section 5.02. Registration of Transfer and
Exchange of Certificates............................83
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates................................89
Section 5.04. Persons Deemed
Owners............................................................89
Section 5.05. Appointment of Paying
Agent......................................................89
Section 5.06. U.S.A. Patriot Act
Compliance....................................................90
Section 5.07. Exchangeable
Certificates........................................................90
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER...........................................................90
Section 6.01. Respective Liabilities of the
Company and the Master Servicer....................90
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer; Assignment of Rights and
Delegation of Duties by Master
Servicer..........................................90
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and Others...........92
Section 6.04. Company and Master Servicer Not to
Resign........................................92
ARTICLE VII
DEFAULT.......................................................................................93
Section 7.01. Events of
Default................................................................93
Section 7.02. Trustee or Company to Act;
Appointment of Successor..............................95
Section 7.03. Notification to
Certificateholders...............................................96
Section 7.04. Waiver of Events of
Default......................................................96
ARTICLE VIII CONCERNING THE
TRUSTEE............................................................................97
Section 8.01. Duties of
Trustee................................................................97
Section 8.02. Certain Matters Affecting the
Trustee............................................98
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans...........................100
Section 8.04. Trustee May Own
Certificates....................................................100
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification.............100
Section 8.06. Eligibility Requirements for
Trustee............................................101
Section 8.07. Resignation and Removal of the
Trustee..........................................102
Section 8.08. Successor
Trustee...............................................................103
Section 8.09. Merger or Consolidation of
Trustee..............................................103
Section 8.10. Appointment of Co-Trustee or
Separate Trustee...................................104
Section 8.11. Appointment of
Custodians.......................................................105
Section 8.12. Appointment of Office or
Agency.................................................105
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES.........................................105
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............105
Section 9.02. Additional Termination
Requirements.............................................109
Section 9.03. Termination of Multiple
REMICs..................................................110
ARTICLE X REMIC
PROVISIONS.............................................................................110
Section 10.01. REMIC
Administration............................................................110
Section 10.02. Master Servicer, REMIC Administrator
and Trustee Indemnification................114
Section 10.03. Designation of
REMIC(s).........................................................114
Section 10.04. Distributions on the Uncertificated
REMIC I and REMIC II Regular Interests......114
Section 10.05. Compliance with Withholding
Requirements........................................114
ARTICLE XI MISCELLANEOUS
PROVISIONS.....................................................................114
Section 11.01.
Amendment.......................................................................115
Section 11.02. Recordation of Agreement;
Counterparts..........................................117
Section 11.03. Limitation on Rights of
Certificateholders......................................117
Section 11.04. Governing
Law...................................................................118
Section 11.05.
Notices.........................................................................118
Section 11.06. Required Notices to Rating Agency
and Subservicer...............................118
Section 11.07. Severability of
Provisions......................................................119
Section 11.08. Supplemental Provisions for
Resecuritization....................................119
Section 11.09. Allocation of Voting
Rights.....................................................120
Section 11.10. No
Petition.....................................................................120
ARTICLE XII COMPLIANCE WITH REGULATION
AB................................................................120
Section 12.01. Intent of Parties;
Reasonableness...............................................120
Section 12.02. Additional Representations and
Warranties of the Trustee........................121
Section 12.03. Information to be Provided by the
Trustee.......................................121
Section 12.04. Report on Assessment of Compliance
and Attestation..............................122
Section 12.05. Indemnification;
Remedies.......................................................122
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit A-I: Form of Class X Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit C-I: Form of Class P Certificate
Exhibit C-II: Form of Class SB Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation
Letter
Exhibit K: Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit N: Request for Exchange Form
Exhibit O: Form of Form 10-K Certification
Exhibit P: Form of Back-Up Certification to Form 10-K
Certificate
Exhibit Q: Information to be Provided by the Master Servicer
to the Rating Agencies Relating to Reportable Modified Mortgage
Loans
Exhibit R: Servicing Criteria
This is the Standard Terms of Pooling and Servicing
Agreement, dated as of April 1, 2007 (the "Standard Terms", and
as
incorporated by reference into a Series Supplement dated as of the
date specified therein, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
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 the trustee named in the applicable
Series Supplement (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY
STATEMENT:
The Company intends to sell certain mortgage
pass-through certificates (collectively, the "Certificates"),
to be issued
under each Agreement in multiple classes, which in the
aggregate will evidence the entire beneficial ownership
interest in the
Mortgage Loans.
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: As defined in the Series
Supplement.
Accrual Certificates: As defined in the Series
Supplement.
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 or, if the Mortgage Pool is comprised of two or
more Loan
Groups, on the 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 or, if the Mortgage Pool is comprised of two or more
Loan
Groups, on the 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
all Mortgage Loans or, if the Mortgage Pool is
comprised of two or more Loan Groups, 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 or (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 all Mortgage Loans
or, if
the Mortgage Pool is comprised of two or more
Loan Groups, on the Mortgage Loans in the related Loan Group, and
(iv) any other interest shortfalls not covered by
the subordination provided by the related Class M Certificates
and
related Class B Certificates, including
interest that is not collectible from the Mortgagor pursuant to
the Relief
Act,
with all such reductions allocated (A) among all of the
Certificates in proportion to their respective amounts of Accrued
Certificate
Interest payable on such Distribution Date absent such
reductions or (B) if the Mortgage Pool is comprised of two or
more Loan
Groups, the related Senior Percentage of such reductions
among the related Senior Certificates in proportion to the
amounts of
Accrued Certificate Interest payable from the related Loan Group
on such Distribution Date absent such reductions, with the
remainder
of such reductions allocated among the holders of the related
Class M Certificates and the related Class B Certificates in
proportion
to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In
addition to
that portion of the reductions described in the preceding
sentence that are allocated to any Class of Class B Certificates
or any
Class of Class M Certificates, Accrued Certificate Interest
on each Class of Class B Certificates or each Class of Class
M
Certificates will be reduced by the interest portion (adjusted to
the Net Mortgage Rate) of Realized Losses that are allocated solely
to such Class of Class B Certificates or such Class of Class M
Certificates pursuant to Section 4.05.
Addendum and Assignment Agreement: The Addendum and
Assignment Agreement, dated as of January 31, 1995, between MLCC
and
the Master Servicer.
Additional Collateral: Any of the following held, in
addition to the related Mortgaged Property, as security for a
Mortgage
Loan: (i) all money, securities, security entitlements,
accounts, general intangibles, payment rights, instruments,
documents,
deposit accounts, certificates of deposit, commodities contracts
and other investment property and other property of whatever kind
or
description now existing or hereafter acquired which is pledged as
security for the repayment of such Mortgage Loan, (ii) third-party
guarantees, and (A) all money, securities, security
entitlements, accounts, general intangibles, payment rights,
instruments,
documents, deposit accounts, certificates of deposit,
commodities contracts and other investment property and other
property of
whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or
(B) any
mortgaged property securing the performance of such guarantee,
or (iii) such other collateral as may be set forth in the Series
Supplement.
Additional Collateral Loan: Each Mortgage Loan that is
supported by Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage
Loan and any date of determination, the Mortgage Rate borne by
the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Advance Facility: As defined in Section 3.22.
Advance Facility Notice: As defined in Section 3.22.
Advance Facility Trustee: As defined in Section 3.22.
Advancing Person: As defined in Section 3.22.
Advance Reimbursement Amounts: As defined in Section 3.22.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person,
directly
or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation).
Amount Held for Future Distribution: As to any
Distribution Date and, with respect to any Mortgage Pool that is
comprised
of two or more Loan Groups, each Loan Group, the total of the
amounts held in the Custodial Account at the close of business on
the
preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds,
Curtailments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03,
2.04 or 4.07 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds
and purchases of Mortgage Loans that the Master Servicer has
deemed to have been received in the preceding month in accordance
with
Section 3.07(b)), and Principal Prepayments in Full made after
the related Prepayment Period, and (ii) payments which represent
early
receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged Property
based upon
the appraisal made at the time of the origination of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged Property
at
such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to
which it
is either the appraised value determined above or the appraised
value determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assigned Contracts: With respect to any Pledged Asset
Loan: the Credit Support Pledge Agreement; the Funding and
Pledge
Agreement, among GMAC Mortgage, LLC, National Financial Services
Corporation and the Mortgagor or other person pledging the related
Pledged Assets; the Additional Collateral Agreement, between
GMAC Mortgage, LLC and the Mortgagor or other person pledging
the
related Pledged Assets; or such other contracts as may be set forth
in the Series Supplement.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form,
sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated the Closing Date, between Residential Funding and
the
Company relating to the transfer and assignment of the Mortgage
Loans.
Assignment Agreement and Amendment of Security
Instrument: With respect to a Sharia Mortgage Loan, the
agreement between
the consumer and the co-owner pursuant to which all of the
co-owner's interest as a beneficiary under the related Sharia
Mortgage
Loan Security Instrument and the co-owner's interest in the
related Mortgaged Property is conveyed to a subsequent owner,
which may
take the form of an "Assignment Agreement" and an "Amendment of
Security Instrument" or an "Assignment Agreement and Amendment
of
Security Instrument", as applicable.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative
Lease from
the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution
Date and, with respect to any Mortgage Pool comprised of two or
more
Loan Groups, 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 and any amounts deposited in the Custodial Account pursuant
to
Section 9.01, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the
Certificate
Account pursuant to Section 3.16(e), (vi) any amount received
by the Trustee pursuant to the Surety Bond in respect of such
Distribution Date and (vii) the proceeds of any Pledged Assets
received by the Master Servicer, reduced by (b) the sum as of the
close of business on the immediately preceding Determination
Date of (x) the Amount Held for Future Distribution, and (y)
amounts
permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Mortgage Loans pursuant to
clauses
(ii)-(x), inclusive, of Section 3.10(a). Such amount shall be
determined separately for each Loan Group. Additionally, with
respect
to any Mortgage Pool that is comprised of two or more Loan
Groups, if on any Distribution Date Compensating Interest
provided
pursuant to Section 3.16(e) is less than Prepayment Interest
Shortfalls incurred on the Mortgage Loans in connection with
Principal
Prepayments in Full received during the related Prepayment
Period and Curtailments made in the prior calendar month,
such
Compensating Interest shall be allocated on such Distribution Date
to the Available Distribution Amount for each Loan Group on a pro
rata basis in accordance with the respective amounts of such
Prepayment Interest Shortfalls incurred on the Mortgage Loans in
such
Loan Group in respect of such Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided,
however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist
in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such
Mortgage Loan are being advanced on a current basis by the Master
Servicer or a Subservicer, in either case without giving effect
to
any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in
the name of the Depository or its nominee, and designated as such
in
the Preliminary Statement to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State
of New
York, the State of Michigan, the State of California , the
State of Illinois or the State of Minnesota (and such other
state or
states in which the Custodial Account or the Certificate
Account are at the time located) are required or authorized by
law or
executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company or other source in order to
enable
the Mortgagor to reduce the payments required to be made from the
Mortgagor's funds in the early years of a Mortgage Loan. Buydown
Funds are not part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds
in
accordance with a related buydown agreement.
Capitalization Reimbursement Amount: As to any
Distribution Date and, with respect to any Mortgage Pool comprised
of two or
more Loan Groups, each Loan Group, the amount of Advances or
Servicing Advances that were added to the Stated Principal
Balance of
all Mortgage Loans or, if the Mortgage Pool is comprised of two or
more Loan Groups, on the Mortgage Loans in the related 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, provided,
however, that
the Capitalization Reimbursement Amount shall at no time exceed
five percent of the aggregate Cut-Off Date Principal Balance of
the
Mortgage Loans (or, if the Mortgage Pool is comprised of two or
more Loan Groups, on the Mortgage Loans in the related Loan
Group),
unless such limit is increased from time to time with the consent
of the Rating Agencies.
Capitalization Reimbursement Shortfall Amount: As to
any Distribution Date and, with respect to any Mortgage Pool
comprised
of two or more Loan Groups, each Loan Group, the amount, if
any, by which the amount of Advances or Servicing Advances that
were
added to the Stated Principal Balance of all Mortgage Loans (or,
if the Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans in the related Loan Group) during the preceding
calendar month exceeds the amount of principal payments on the
Mortgage Loans included in the Available Distribution Amount
(or, if the Mortgage Pool is comprised of two or more Loan
Groups,
Available Distribution Amount for the related Loan Group) for that
Distribution Date.
Call Rights: As defined in Section 9.01(f).
Cash Liquidation: As to any defaulted Mortgage Loan
other than a Mortgage Loan as to which an REO Acquisition
occurred, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or
cash
recoveries which the Master Servicer reasonably and in good
faith expects to be finally recoverable with respect to such
Mortgage
Loan.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, and, in
respect of any Insured Certificates, the Certificate Insurer to
the extent of Cumulative Insurance Payments, except that neither
a
Disqualified Organization nor a Non-United States Person shall
be a holder of a Class R Certificate for purposes hereof and,
solely
for the purpose of giving any consent or direction pursuant to
this Agreement, any Certificate, other than a Class R
Certificate,
registered in the name of the Company, the Master Servicer or
any Subservicer or any Affiliate thereof shall be deemed not to
be
outstanding and the Percentage Interest or Voting Rights evidenced
thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights
necessary to effect any such consent or direction has been
obtained. All
references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise
such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided,
however, that
the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate
is
registered in the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as
reflected on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent, if any,
and
otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each
Certificate (other than any Interest Only Certificate), on any
date of
determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such
Certificate as specified on the face thereof, plus
(ii) any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 4.02,
plus
(iii) in the case of each Accrual Certificate, an
amount equal to the aggregate Accrued Certificate Interest added to
the
Certificate Principal Balance thereof prior to
such date of determination, minus
(iv) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate (or
any
predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant
to
Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in
connection with Realized Losses which were
previously allocated to such Certificate (or any
predecessor
Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of
Subordinate Certificates with the Lowest Priority at any given
time
shall be further reduced by an amount equal to the Percentage
Interest evidenced by such Certificate multiplied by the excess,
if
any, of (A) the then aggregate Certificate Principal Balance
of all Classes of Certificates then outstanding over (B) the
then
aggregate Stated Principal Balance of the Mortgage Loans.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing
the same designation. The initial Class A-V Certificates and
any
Subclass thereof issued pursuant to Section 5.01(c) shall be a
single Class for purposes of this Agreement.
Class A-P Certificate: Any one of the Certificates
designated as a Class A-P Certificate.
Class A-P Collection Shortfall: With respect to the
Cash Liquidation or REO Disposition of a Discount Mortgage Loan,
any
Distribution Date and, with respect to any Mortgage Pool
comprised of two or more Loan Groups, any Loan Group, the excess
of the
amount described in Section 4.02(b)(i)(C)(1) (for the
related Loan Group, if applicable) over the amount
described in
Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in
Section 4.02.
Class A-V Certificate: Any one of the Certificates
designated as a Class A-V Certificate, including any Subclass
thereof.
Class B Certificate: Any one of the Certificates
designated as a Class B-1 Certificate, Class B-2 Certificate or
Class B-3
Certificate.
Class M Certificate: Any one of the Certificates
designated as a Class M-1 Certificate, Class M-2 Certificate or
Class M-3
Certificate.
Class P Certificate: Any one of the Certificates
designated as a Class P Certificate.
Class SB Certificate: Any one of the Certificates
designated as a Class SB Certificate.
Class X Certificate: Any one of the Certificates
designated as a Class X Certificate.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986, as amended.
Combined Collateral LLC: Combined Collateral LLC, a
Delaware limited liability company.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution
Date, and, with respect to any Mortgage Pool comprised of two or
more Loan Groups, 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 such Loan Group on such Distribution Date, but not
more than the lesser of (a) one-twelfth of 0.125% of the
Stated
Principal Balance of the Mortgage Loans or, if the Mortgage Pool
is comprised of two or more Loan Groups, 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 or, if the Mortgage Pool is comprised of two or more Loan
Groups, 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 paragraph.
Cooperative: A private, cooperative housing
corporation which owns or leases land and all or part of a
building or
buildings, including apartments, spaces used for commercial
purposes and common areas therein and whose board of
directors
authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a
multi-dwelling building owned or leased by a Cooperative, which
unit the
Mortgagor has an exclusive right to occupy pursuant to the terms of
a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan,
the proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the related Cooperative Stock, which lease or agreement confers
an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and
secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition agreement
between
the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee
pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative Stock: With respect to a Cooperative Loan,
the single outstanding class of stock, partnership interest or
other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the
related Cooperative Stock.
Credit Repository: Equifax, Transunion and Experian, or
their successors in interest.
Credit Support Depletion Date: The first Distribution
Date on which the Certificate Principal Balances of the
Subordinate
Certificates have been reduced to zero.
Credit Support Pledge Agreement: The Credit Support
Pledge Agreement, dated as of November 24, 1998, among the
Master
Servicer, GMAC Mortgage, LLC, Combined Collateral LLC and The
First National Bank of Chicago (now known as JPMorgan Chase Bank,
N.A.), as custodian.
Cumulative Insurance Payments: As defined in the Series
Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts
created and maintained pursuant to Section 3.07 in the name of
a
depository institution, as custodian for the holders of the
Certificates, for the holders of certain other interests in
mortgage
loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall
be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial Agreement: An agreement that may be entered
into among the Company, the Master Servicer, the Trustee and a
Custodian pursuant to which the Custodian will hold certain
documents relating to the Mortgage Loans on behalf of the Trustee.
Custodial File: Any mortgage loan document in the
Mortgage File that is required to be delivered to the Trustee
or
Custodian pursuant to Section 2.01(b) of this Agreement.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date Principal Balance: As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-off Date
after
giving effect to all installments of principal due on or prior
thereto (or due during the month of the Cut-Off Date), whether or
not
received.
Debt Service Reduction: With respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for such
Mortgage
Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction constituting a
Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Deficient Valuation: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of
principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which
valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate: Any Certificate other than a
Book-Entry Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is
considered to be: "30 to 59 days" or "30 or more days" delinquent
when a
payment due on any scheduled due date remains unpaid as of the
close of business on the last business day immediately prior to
the
next following monthly scheduled due date; "60 to 89 days" or
"60 or more days" delinquent when a payment due on any scheduled
due
date remains unpaid as of the close of business on the last
business day immediately prior to the second following monthly
scheduled
due date; and so on. The determination as to whether a Mortgage
Loan falls into these categories is made as of the close of
business
on the last business day of each month. For example, a Mortgage
Loan with a payment due on July 1 that remained unpaid as of the
close of business on July 31 would then be considered to be 30 to
59 days delinquent. Delinquency information as of the Cut-off
Date
is determined and prepared as of the close of business on the last
business day immediately prior to the Cut-off Date.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of the
initial
Depository for purposes of registering those Certificates that
are to be Book-Entry Certificates is Cede & Co. The Depository
shall
at all times be a "clearing corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New
York
and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been replaced.
Destroyed Obligation to Pay: An Obligation to Pay the
original of which was permanently lost or destroyed and has not
been
replaced.
Determination Date: As defined in the Series Supplement.
Discount Fraction: With respect to each Discount
Mortgage Loan, the fraction expressed as a percentage, the
numerator of
which is the Discount Net Mortgage Rate minus the Net Mortgage
Rate (or the initial Net Mortgage Rate with respect to any
Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant
to 3.07(a)) for such Mortgage Loan and the denominator of which
is
the Discount Net Mortgage Rate. The Discount Fraction with
respect to each Discount Mortgage Loan is set forth as an
exhibit
attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than the
Discount Net Mortgage Rate per annum and any Mortgage Loan
deemed to be a Discount Mortgage Loan pursuant to the
definition of
Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series
Supplement.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
and if not otherwise included, any of the following: (i) the
United States, any State or political subdivision thereof,
any
possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a
corporation if all of its activities are subject to tax and,
except for Freddie Mac, a majority of its board of directors is
not
selected by such governmental unit), (ii) a foreign government,
any international organization, or any agency or instrumentality
of
any of the foregoing, (iii) any organization (other than certain
farmers' cooperatives described in Section 521 of the Code) which
is
exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated
business
taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) any "electing
large partnership," as defined in Section 775(a) of the Code
and (vi) any other Person so designated by the Trustee based upon
an
Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the Trust Fund or
any
Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to
such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in
the month immediately following the month of the initial issuance
of the Certificates or, if such 25th day is not a Business Day, the
Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date and any
Mortgage Loan, the day during the related Due Period on which the
Monthly Payment is due.
Due Period: With respect to any Distribution Date, the
one-month period set forth in the Series Supplement.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution the
debt
obligations of which have been rated by each Rating Agency in
its highest rating available, or (ii) an account or accounts
in a
depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not
so insured shall, to the extent acceptable to each Rating Agency,
as evidenced in writing, be maintained such that (as evidenced by
an Opinion of Counsel delivered to the Trustee and each Rating
Agency) the registered Holders of Certificates have a claim
with
respect to the funds in such account or a perfected first
security interest against any collateral (which shall be
limited to
Permitted Investments) securing such funds that is superior
to claims of any other depositors or creditors of the
depository
institution with which such account is maintained, or (iii) in
the case of the Custodial Account, a trust account or accounts
maintained in the corporate trust department of the Trustee,
or (iv) in the case of the Certificate Account, a trust account
or
accounts maintained in the corporate trust department of the
Trustee, or (v) an account or accounts of a depository
institution
acceptable to each Rating Agency (as evidenced in writing by each
Rating Agency that use of any such account as the Custodial
Account
or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special
Hazard
Amount.
Excess Subordinate Principal Amount: With respect to
any Distribution Date on which the aggregate 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 Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is
comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be
allocated between each Loan Group on a pro rata basis in accordance
with the amount of Realized Losses attributable to each Loan Group
and allocated to the Certificates on such Distribution Date.
Exchange Act: The Securities and Exchange Act of 1934, as
amended.
Extraordinary Events: Any of the following conditions
with respect to a Mortgaged Property (or, with respect to a
Cooperative Loan, the Cooperative Apartment) or Mortgage Loan
causing or resulting in a loss which causes the liquidation of
such
Mortgage Loan:
(a) losses that are of the type that would be covered
by the fidelity bond and the errors and omissions insurance policy
required to be maintained pursuant to Section 3.12(b) but are in
excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and
whether such loss be direct or indirect, proximate or remote or be
in whole or in part caused by, contributed to or aggravated by a
peril covered by the definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack:
1. by any government or sovereign
power, de jure or de facto, or by any authority maintaining or
using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority in
hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs
regulations,
confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage
Loan caused by or resulting from an Extraordinary Event.
Fannie Mae: Federal National Mortgage Association, a
federally chartered and privately owned corporation organized
and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
Final Distribution Date: The Distribution Date on which
the final distribution in respect of the Certificates will be made
pursuant to Section 9.01, which Final Distribution Date shall
in no event be later than the end of the 90-day liquidation
period
described in Section 9.02.
Fitch: Fitch Ratings or its successor in interest.
Foreclosure Profits: As to any Distribution Date or
related Determination Date and any Mortgage Loan, the excess, if
any,
of Liquidation Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable therefrom
pursuant to
Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred
in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property (determined, in the
case
of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such
unpaid
principal balance from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following
the
month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(f).
Fraud Losses: Realized Losses on Mortgage Loans as to
which there was fraud in the origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and
existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Highest Priority: As of any date of determination,
the Class of Subordinate Certificates then outstanding with
a
Certificate Principal Balance greater than zero, with the
earliest priority for payments pursuant to Section 4.02(a), in
the
following order: Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact independent of
the
Company, the Master Servicer and the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not
connected with the Company, the Master Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect to
each Class of Certificates, the Certificate Principal Balance of
such Class of Certificates as of the Cut-off Date, as set forth in
the Series Supplement.
Initial Monthly Payment Fund: An amount representing
scheduled principal amortization and interest at the Net Mortgage
Rate
for the Due Date in the first Due Period commencing subsequent
to the Cut-off Date for those Mortgage Loans for which the
Trustee
will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or
Subclass of Interest Only Certificates, the amount initially used
as
the principal basis for the calculation of any interest payment
amount, as more specifically defined in the Series Supplement.
Initial Subordinate Class Percentage: As defined in the
Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other
related insurance policy covering a Mortgage Loan (excluding any
Certificate Policy (as defined in the Series Supplement)), to
the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master Servicer or the Trustee and
are not
applied to the restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related
Cooperative
Apartment) or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage
loans held for its own account.
Insurer: Any named insurer under any Primary
Insurance Policy or any successor thereto or the named
insurer in any
replacement policy.
Interest Accrual Period: As defined in the Series
Supplement.
Interest Only Certificates: A Class or Subclass of
Certificates not entitled to payments of principal, and
designated as
such in the Series Supplement. The Interest Only Certificates will
have no Certificate Principal Balance.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95%
of the Percentage Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate
Certificates outstanding as of the date of the repurchase of a
Mortgage Loan pursuant to Section 4.07 herein that has the Lowest
Priority.
Late Collections: With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments
of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or
collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking
of an entire Mortgaged Property by exercise of the power of
eminent domain or condemnation or in connection with the
liquidation of a
defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as
a separate loan group in the Series Supplement. The
Certificates
relating to each Loan Group will be designated in the Series
Supplement. If the Mortgage Pool is comprised of two or more
Loan
Groups, any of such Loan Groups.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is the
current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of
the related Mortgaged Property.
Lower Priority: As of any date of determination and any
Class of Subordinate Certificates, any other Class of Subordinate
Certificates then outstanding with a Certificate Principal
Balance greater than zero, with later priority for payments
pursuant to
Section 4.02(a).
Lowest Priority: As of any date of determination, the
Class of Subordinate Certificates then outstanding with the
latest
priority for payments pursuant to Section 4.02(a), in the
following order: Class B-3, Class B-2, Class B-1, Class M-3, Class
M-2 and
Class M-1 Certificates.
Maturity Date: The latest possible maturity date,
solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates (other than the Interest Only Certificates
which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as
designated
in the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc.,
a corporation organized and existing under the laws of the State
of
Delaware, or any successor thereto.
MERS(R)System: The system of recording transfers of
Mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage
Loans registered with MERS on the MERS(R)System.
MLCC: Merrill Lynch Credit Corporation, or its successor
in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been
the subject of a Servicing Modification.
Modified Mortgage Rate: As to any Mortgage Loan that
is the subject of a Servicing Modification, the Mortgage Rate
minus
the rate per annum by which the Mortgage Rate on such Mortgage Loan
was reduced.
Modified Net Mortgage Rate: As to any Mortgage Loan that
is the subject of a Servicing Modification, the Net Mortgage Rate
minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting
as the mortgagee of such Mortgage Loan, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at
the origination thereof.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal
and interest due thereon in accordance with the amortization
schedule at the time applicable thereto (after adjustment, if
any, for
Curtailments and for Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule
by
reason of any bankruptcy, other than a Deficient Valuation, or
similar proceeding or any moratorium or similar waiver or grace
period
and before any Servicing Modification that constitutes a reduction
of the interest rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its
successor in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed
of trust or other comparable instrument creating a first lien
on an estate in fee simple or leasehold interest in real
property
securing a Mortgage Note. With respect to each Obligation to
Pay related to a Sharia Mortgage Loan, the Sharia Mortgage
Loan
Security Instrument.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and any
additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loans: Such of the mortgage loans, including
any Sharia Mortgage Loans, transferred and assigned to the
Trustee
pursuant to Section 2.01 as from time to time are held or
deemed to be held as a part of the Trust Fund, the Mortgage
Loans
originally so held being identified in the initial Mortgage Loan
Schedule, and Qualified Substitute Mortgage Loans held or deemed
held as part of the Trust Fund including, without limitation,
(i) with respect to each Cooperative Loan, the related Mortgage
Note,
Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage
File and all
rights appertaining thereto, (ii) with respect to each Sharia
Mortgage Loan, the related Obligation to Pay, Sharia Mortgage
Loan
Security Instrument, Sharia Mortgage Loan Co-Ownership
Agreement, Assignment Agreement and Amendment of Security
Instrument and
Mortgage File and all rights appertaining thereto and (iii) with
respect to each Mortgage Loan other than a Cooperative Loan or a
Sharia Mortgage Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: As defined in the Series
Supplement.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor
under a Mortgage Loan, together with any modification thereto.
With respect to each Sharia Mortgage Loan, the related Obligation
to
Pay.
Mortgage Pool: The pool of mortgage loans, including all
Loan Groups, if any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto
other than a Servicing Modification. As to any Sharia Mortgage
Loan, the profit factor described in the related Obligation to
Pay,
or any modification thereto other than a Servicing Modification.
Mortgaged Property: The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative Loan,
the
related Cooperative Lease and Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note, or with
respect to a Sharia Mortgage Loan, the consumer on an Obligation to
Pay.
Net Mortgage Rate: As to each Mortgage Loan, a per annum
rate of interest equal to the Adjusted Mortgage Rate less the per
annum rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans
designated as secured by second or vacation residences, or by
non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer or Subservicer in
respect
of a Mortgage Loan (other than a Deleted Mortgage Loan) which,
in the good faith judgment of the Master Servicer, will not, or,
in
the case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late Collections,
Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section 4.02(a)
hereof. To
the extent that any Mortgagor is not obligated under the related
Mortgage documents to pay or reimburse any portion of any
Servicing
Advances that are outstanding with respect to the related
Mortgage Loan as a result of a modification of such Mortgage Loan
by the
Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master
Servicer
determines that no other source of payment or reimbursement for
such advances is available to it, such Servicing Advances shall
be
deemed to be Nonrecoverable Advances. The determination by the
Master Servicer that it has made a Nonrecoverable Advance or that
any
proposed Advance would constitute a Nonrecoverable Advance, shall
be evidenced by an Officers' Certificate delivered to the Company,
the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing
Agreement.
Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, an amount used as the principal basis
for the calculation of any interest payment amount, as more
specifically defined in the Series Supplement.
Obligation to Pay: The originally executed obligation to
pay or similar agreement evidencing the obligation of the consumer
under a Sharia Mortgage Loan, together with any modification
thereto.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice President or
Assistant
Vice President, or a Director or Managing Director, and by the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel
acceptable to the Trustee and the Master Servicer, who may be
counsel for
the Company or the Master Servicer, provided that any opinion
of counsel (i) referred to in the definition of "Disqualified
Organization" or (ii) relating to the qualification of any
REMIC formed under the Series Supplement or compliance with the
REMIC
Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not the
subject of a
Principal Prepayment in Full, Cash Liquidation or REO
Disposition and which was not purchased, deleted or substituted
for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate, including any
interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as
owner
or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Certificate
(other than a Class R Certificate), the undivided percentage
ownership
interest in the related Class evidenced by such Certificate,
which percentage ownership interest shall be equal to the
Initial
Certificate Principal Balance thereof or Initial Notional Amount
(in the case of any Interest Only Certificate) thereof divided by
the aggregate Initial Certificate Principal Balance or the
aggregate of the Initial Notional Amounts, as applicable, of
all the
Certificates of the same Class. With respect to a Class R
Certificate, the interest in distributions to be made with
respect to such
Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal
and interest by the United States or any agency or
instrumentality
thereof when such obligations are backed by the
full faith and credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one month from
the date of
acquisition thereof, provided that the
unsecured obligations of the party agreeing to repurchase such
obligations
are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall
each
have an original maturity of not more than 90
days and, in the case of bankers' acceptances, shall in no event
have
an original maturity of more than 365 days or
a remaining maturity of more than 30 days) denominated in
United
States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States
or any state thereof or of any domestic branch of
a foreign depository institution or trust company; provided that
the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is
Standard &
Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution
holding company) at the date of acquisition thereof have been
rated by
each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating
Agency
is Standard & Poor's and if the depository or
trust company is a principal subsidiary of a bank holding company
and
the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the
bank
holding company; and, provided further that, if
the original maturity of such short-term obligations of a
domestic
branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of
such
institution shall be A-1+ in the case of Standard
& Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having
original maturities of not more than 365 days) of any
corporation
incorporated under the laws of the United
States or any state thereof which on the date of acquisition
has been
rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper
shall
have a remaining maturity of not more than 30
days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term rating
available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and
will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency,
as
evidenced in writing;
provided, however, no instrument shall be a Permitted
Investment if it represents, either (1) the right to receive
only interest
payments with respect to the underlying debt instrument or (2) the
right to receive both principal and interest payments derived
from
obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a
yield to
maturity greater than 120% of the yield to maturity at par of such
underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case
of Standard & Poor's and Fitch and Aaa in the case of Moody's,
and
references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean A-1 in
the
case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch in the case
of Fitch; provided, however, that any Permitted Investment that
is a short-term debt obligation rated A-1 by Standard & Poor's
must
satisfy the following additional conditions: (i) the total
amount of debt from A-1 issuers must be limited to the investment
of
monthly principal and interest payments (assuming fully
amortizing collateral); (ii) the total amount of A-1 investments
must not
represent more than 20% of the aggregate outstanding Certificate
Principal Balance of the Certificates and each investment must not
mature beyond 30 days; (iii) investments in A-1 rated securities
are not eligible for the Reserve Fund; (iv) the terms of the debt
must have a predetermined fixed dollar amount of principal due
at maturity that cannot vary; and (v) if the investments may be
liquidated prior to their maturity or are being relied on to meet
a certain yield, interest must be tied to a single interest rate
index plus a single fixed spread (if any) and must move
proportionately with that index. Any Permitted Investment may be
held by or
through the Trustee or its Affiliates.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States
Person.
Person: Any individual, corporation, limited
liability company, partnership, joint venture, association,
joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Pledged Amount: With respect to any Pledged Asset Loan,
the amount of money remitted to Combined Collateral LLC, at the
direction of or for the benefit of the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by
Pledged Assets or such other collateral, other than the
related
Mortgaged Property, set forth in the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan,
all money, securities, security entitlements, accounts,
general
intangibles, instruments, documents, certificates of deposit,
commodities contracts and other investment property and other
property
of whatever kind or description pledged by Combined Collateral
LLC as security in respect of any Realized Losses in connection
with
such Mortgage Loan up to the Pledged Amount for such Mortgage
Loan, and any related collateral, or such other collateral as
may be
set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged
Asset Mortgage Servicing Agreement, dated as of February 28, 1996
between MLCC and the Master Servicer.
Pooling and Servicing Agreement or Agreement: With
respect to any Series, this Standard Terms together with the
related
Series Supplement.
Pool Stated Principal Balance: As to any Distribution
Date, the aggregate of the Stated Principal Balances of each
Mortgage
Loan.
Pool Strip Rate: With respect to each Mortgage Loan, 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 (but not
less than 0.00%) per annum.
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
related REO Properties) immediately prior to such Distribution
Date is greater than or equal to the sum of the related Initial
Subordinate Class Percentages of such Classes of Subordinate
Certificates.
Prepayment Interest Shortfall: As to any Distribution
Date and any Mortgage Loan (other than a Mortgage Loan relating to
an
REO Property) that was the subject of (a) a Principal
Prepayment in Full during the portion of the related Prepayment
Period that
falls during the prior calendar month, an amount equal to the
excess of one month's interest at the Net Mortgage Rate (or
Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) paid by
the
Mortgagor for such month to the date of such Principal Prepayment
in Full or (b) a Curtailment during the prior calendar month,
an
amount equal to one month's interest at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and
Principal Prepayment in Full, the period commencing on the 16th
day of
the month prior to the month in which that Distribution Date
occurs and ending on the 15th day of the month in which such
Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Only Certificates: A Class of Certificates not
entitled to payments of interest, and more specifically
designated
as such in the Series Supplement.
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by
an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment
of the entire principal balance of a Mortgage Loan that is made
by
the Mortgagor.
Program Guide: Collectively, the Client Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and
conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or
REO Property) required to be or otherwise purchased on any date
pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to
the sum of (i) 100% of the Stated Principal Balance thereof plus
the
principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified
Net Mortgage Rate plus the rate per annum at which the Servicing
Fee is calculated in the case of a Modified Mortgage Loan) (or
at
the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) in the case of a purchase made by
the
Master Servicer) on the Stated Principal Balance thereof to the
Due Date in the Due Period related to the Distribution Date
occurring
in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a
Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
with a
copy to the Custodian,
(i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in
the
month of substitution (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage
Loan,
an aggregate outstanding principal balance,
after such deduction), not in excess of the Stated Principal
Balance of
the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding in the
Custodial
Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate
no lower than and not more than 1% per annum higher than the
Mortgage
Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at
the time
of substitution;
(iv) have a remaining term to stated maturity not
greater than (and not more than one year less than) that of the
Deleted
Mortgage Loan;
(v) comply with each representation and warranty
set forth in Sections 2.03 and 2.04 hereof and Section 4 of
the
Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than
that of the Deleted Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect
to any Qualified Substitute Mortgage Loan substituted for a
Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified
Substitute Mortgage Loan shall be deemed to be a Discount
Mortgage
Loan and to have a Discount Fraction equal to the Discount
Fraction of the Deleted Mortgage Loan and (y) in the event that
the "Pool
Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is
greater than
the Pool Strip Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute
Mortgage Loan shall be equal to the Pool Strip Rate of the related
Deleted Mortgage Loan for purposes of calculating
the Pass-Through Rate on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such
Qualified Substitute Mortgage Loan as calculated pursuant to
the
definition of "Pool Strip Rate" over the Pool
Strip Rate on the related Deleted Mortgage Loan shall be payable
to
the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Each of the statistical credit rating
agencies specified in the Preliminary Statement of the Series
Supplement. If any agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit
rating agency,
or other comparable Person, designated by the Company, notice
of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property):
(a)......as to which a Cash Liquidation or REO
Disposition has occurred, an amount (not less than zero) equal
to (i) the
Stated Principal Balance of the Mortgage Loan (or REO
Property) as of the date of Cash Liquidation or REO
Disposition, plus
(ii) interest (and REO Imputed Interest, if any) at the Net
Mortgage Rate from the Due Date as to which interest was last
paid or
advanced to Certificateholders up to the Due Date in the Due
Period related to the Distribution Date on which such Realized Loss
will
be allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each
Due Period that such interest was not paid or advanced, minus
(iii) the proceeds, if any, received during the month in which
such
Cash Liquidation (or REO Disposition) occurred, to the extent
applied as recoveries of interest at the Net Mortgage Rate and
to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with
respect to
related Advances, Servicing Advances or other expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement
thereunder but which have not been previously reimbursed,
(b)......which is the subject of a Servicing
Modification, (i) (1) the amount by which the interest portion
of a Monthly
Payment or the principal balance of such Mortgage Loan was
reduced or (2) the sum of any other amounts owing under the
Mortgage Loan
that were forgiven and that constitute Servicing Advances that are
reimbursable to the Master Servicer or a Subservicer, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a
Principal Prepayment or the Purchase Price of such Mortgage Loan is
received or is deemed to have been received,
(c)......which has become the subject of a Deficient
Valuation, the difference between the principal balance of the
Mortgage
Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d)......which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a
Debt Service Reduction shall be deemed a Realized Loss hereunder
so
long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that
may
exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the
related
Mortgage Loan is not in default with regard to payments due
thereunder or (B) delinquent payments of principal and interest
under the
related Mortgage Loan and any premiums on any applicable primary
hazard insurance policy and any related escrow payments in
respect
of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
To the extent the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the
Realized Loss
with respect to that Mortgage Loan will be reduced to the extent
such recoveries are applied to reduce the Certificate Principal
Balance of any Class of Certificates on any Distribution Date.
Record Date: With respect to each Distribution Date,
the close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
Regulation AB: Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R.ss.ss.229.1100-229.1123, as
such may be
amended from time to time, and subject to such clarification
and interpretation as have been provided by the Commission in
the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Reimbursement Amounts: As defined in Section 3.22.
Relief Act: The Servicemembers Civil Relief Act or
similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable
by a Mortgagor that are not collectible from the Mortgagor
pursuant
to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Company,
LLC. If Residential Funding Company, LLC is found by a court
of
competent jurisdiction to no longer be able to fulfill its
obligations as REMIC Administrator under this Agreement the
Master
Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the
REMIC
Administrator obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter
1 of the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and
published
rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders
of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has received all
Insurance
Proceeds, Liquidation Proceeds, REO Proceeds and other payments
and recoveries (including proceeds of a final sale) which the
Master
Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had it
been outstanding) on the unpaid principal balance of the Mortgage
Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without limitation,
proceeds
from the rental of the related Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative
Apartment) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan
that (i) has been subject to an interest rate reduction, (ii) has
been
subject to a term extension or (iii) has had amounts owing on
such Mortgage Loan capitalized by adding such amount to the
Stated
Principal Balance of such Mortgage Loan; provided, however, that
a Mortgage Loan modified in accordance with clause (i) above for a
temporary period shall not be a Reportable Modified Mortgage
Loan if such Mortgage Loan has not been delinquent in payments
of
principal and interest for six months since the date of such
modification if that interest rate reduction is not made
permanent
thereafter.
Request for Release: A request for release, the forms of
which are attached as Exhibit F hereto, or an electronic request
in a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy which is required to be maintained from
time to time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Required Surety Payment: With respect to any Additional
Collateral Loan that becomes a Liquidated Mortgage Loan, the
lesser
of (i) the principal portion of the Realized Loss with respect to
such Mortgage Loan and (ii) the excess, if any, of (a) the amount
of Additional Collateral required at origination with respect
to such Mortgage Loan over (b) the net proceeds realized by
the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Company, LLC,
a Delaware limited liability company, in its capacity as seller of
the Mortgage Loans to the Company and not in its capacity as Master
Servicer, and any successor thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department of the
Trustee,
including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or
Assistant Trust Officer, or any other officer of the Trustee
customarily performing functions similar to those performed by
any of
the above designated officers to whom, with respect to a
particular matter, such matter is referred, in each case with
direct
responsibility for the administration of the Agreements.
Retail Certificates: A Senior Certificate, if any,
offered in smaller minimum denominations than other Senior
Certificates,
and designated as such in the Series Supplement.
Schedule of Discount Fractions: The schedule setting
forth the Discount Fractions with respect to the Discount
Mortgage
Loans, attached as an exhibit to the Series Supplement.
Securitization Transaction: Any transaction involving
a sale or other transfer of mortgage loans directly or indirectly
to
an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed
securities.
Security Agreement: With respect to a Cooperative
Loan, the agreement creating a security interest in favor of
the
originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such
Mortgage Loan.
Seller's Agreement: An agreement for the origination
and sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such other form as has been approved by the Master Servicer and
the
Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material
respects
with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With
respect to any Distribution Date occurring on or prior to the
60th
Distribution Date and, with respect to any Mortgage Pool comprised
of two or more Loan Groups, any Loan Group, 100%. With respect to
any Distribution Date thereafter and any such Loan Group, if
applicable, as follows:
(i) for any Distribution Date after the 60th
Distribution Date but on or prior to the 72nd Distribution Date,
the
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 Senior
Percentage for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not
occur as of
any Distribution Date unless either
(a)(1)(X) the outstanding principal
balance of the Mortgage Loans delinquent 60 days or more
(including
Mortgage Loans which are in foreclosure, have been
foreclosed or otherwise liquidated, or with respect to which
the
Mortgagor is in bankruptcy and any REO Property)
averaged over the last six months, as a percentage of the
aggregate
outstanding Certificate Principal Balance of the
Subordinate Certificates, is less than 50% or (Y) the outstanding
principal
balance of Mortgage Loans delinquent 60 days or more
(including Mortgage Loans which are in foreclosure, have been
foreclosed or otherwise liquidated, or with respect to
which the Mortgagor is in bankruptcy and any REO Property)
averaged
over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 2% and (2) Realized
Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or
tenth year (or any year thereafter) after the Closing Date are
less
than 30%, 35%, 40%, 45% or 50%, respectively, of the sum
of the Initial Certificate Principal Balances of the Subordinate
Certificates or
(b)(1) the outstanding principal balance of
Mortgage Loans delinquent 60 days or more (including Mortgage
Loans
which are in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to which the Mortgagor
is in
bankruptcy and any REO Property) averaged over the last
six months, as a percentage of the aggregate outstanding
principal
balance of all Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the
Mortgage
Loans to date for such Distribution Date, if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any
year
thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate
Certificates, and
(ii) that for any Distribution Date on which the
Senior Percentage is greater than the Senior Percentage as of
the
Closing Date, the Senior Accelerated
Distribution Percentage for such Distribution Date shall be 100%,
or, if the
Mortgage Pool is comprised of two or more Loan
Groups, for any Distribution Date on which the weighted average
of
the Senior Percentages for each Loan Group,
weighted on the basis of the Stated Principal Balances of the
Mortgage
Loans in the related Loan Group, exceeds the
weighted average of the initial Senior Percentages (calculated on
such
basis) for each Loan Group, each of the Senior
Accelerated Distribution Percentages for such Distribution Date
will
equal 100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate Principal Balances of the related Senior
Certificates (other
than the Class A-P Certificates, if any) to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that
provides additional credit enhancement to certain other classes
of
Senior Certificates and designated as such in the Preliminary
Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a
Pooling and Servicing Agreement and bearing the same series
designation.
Series Supplement: The agreement into which this
Standard Terms is incorporated and pursuant to which, together
with this
Standard Terms, a Series of Certificates is issued.
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses incurred in
connection with
a default, delinquency or other unanticipated event by the
Master Servicer or a Subservicer in the performance of its
servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property
or,
with respect to a Cooperative Loan, the related Cooperative
Apartment, (ii) any enforcement or judicial proceedings,
including
foreclosures, including any expenses incurred in relation to any
such proceedings that result from the Mortgage Loan being
registered
on the MERS System, (iii) the management and liquidation of
any REO Property, (iv) any mitigation procedures implemented
in
accordance with Section 3.07, and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14,
including, if the
Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services
that are
customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing Advance Reimbursement Amounts: As defined in
Section 3.22.
Servicing Criteria: The "servicing criteria" set forth
in Item 1122(d) of Regulation AB, as such may be amended from
time
to time.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master
Servicer in
respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV
FEE" for such Mortgage Loan, as may be adjusted with respect to
successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest
rate on or the outstanding principal balance of a Mortgage Loan,
any
extension of the final maturity date of a Mortgage Loan, and any
increase to the outstanding principal balance of a Mortgage Loan
by
adding to the Stated Principal Balance unpaid principal and
interest and other amounts owing under the Mortgage Loan, in each
case
pursuant to a modification of a Mortgage Loan that is in default,
or for which, in the judgment of the Master Servicer, default is
reasonably foreseeable, in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of
the Mortgage Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Trustee by the Master
Servicer, as such list may from time to time be amended.
Sharia Mortgage Loan: A declining balance co-ownership
transaction, structured so as to comply with Islamic religious law.
Sharia Mortgage Loan Co-Ownership Agreement: The
agreement that defines the relationship between the consumer and
co-owner
and the parties' respective rights under a Sharia Mortgage Loan,
including their respective rights with respect to the indicia of
ownership of the related Mortgaged Property.
Sharia Mortgage Loan Security Instrument: The mortgage,
security instrument or other comparable instrument creating a
first
lien on an estate in fee simple or leasehold interest in real
property securing an Obligation to Pay.
Special Hazard Loss: Any Realized Loss not in excess
of the cost of the lesser of repair or replacement of a
Mortgaged
Property (or, with respect to a Cooperative Loan, the related
Cooperative Apartment) suffered by such Mortgaged Property (or
Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a
flood
insurance policy required to be maintained in respect of such
Mortgaged Property pursuant to Section 3.12(a), except to the
extent of
the portion of such loss not covered as a result of any coinsurance
provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's, a division
of The McGraw-Hill Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage
Loan or related REO Property, at any given time, (i) the sum of
(a) the Cut-off Date Principal Balance of the Mortgage Loan plus
(b) any amount by which the Stated Principal Balance of the
Mortgage
Loan is increased pursuant to a Servicing Modification, minus
(ii) the sum of (a) the principal portion of the Monthly Payments
due
with respect to such Mortgage Loan or REO Property during each
Due Period ending prior to the most recent Distribution Date
which
were received or with respect to which an Advance was made, and
(b) all Principal Prepayments with respect to such Mortgage Loan
or
REO Property, and all Insurance Proceeds, Liquidation Proceeds
and REO Proceeds, to the extent applied by the Master Servicer
as
recoveries of principal in accordance with Section 3.14 with
respect to such Mortgage Loan or REO Property, in each case which
were
distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any Realized Loss allocated to
Certificateholders
with respect thereto for any previous Distribution Date.
Successor Master Servicer: As defined in Section 3.22.
Subclass: With respect to the Class A-V Certificates,
any Subclass thereof issued pursuant to Section 5.01(c). Any
such
Subclass will represent the Uncertificated Class A-V REMIC Regular
Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to Section 5.01(c).
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 hereto as Exhibit B and Exhibit C, respectively.
Subordinate Class Percentage: With respect to any
Distribution Date and any Class of Subordinate Certificates, a
fraction,
expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of such Class of
Subordinate
Certificates immediately prior to such date and the denominator
of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan)
immediately
prior to such Distribution Date.
Subordinate Percentage: As of any Distribution Date
and, with respect to any Mortgage Pool comprised of two or more
Loan
Groups, any Loan Group, 100% minus the related Senior Percentage as
of such Distribution Date.
Subsequent Recoveries: As of any Distribution Date,
amounts received by the Master Servicer (net of any related
expenses
permitted to be reimbursed pursuant to Section 3.10) or surplus
amounts held by the Master Servicer to cover estimated expenses
(including, but not limited to, recoveries in respect of the
representations and warranties made by the related Seller
pursuant to
the applicable Seller's Agreement and assigned to the Trustee
pursuant to Section 2.04) specifically related to a Mortgage Loan
that
was the subject of a Cash Liquidation or an REO Disposition prior
to the related Prepayment Period that resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into a Subservicing Agreement and who generally satisfied
the requirements set forth in the Program Guide in respect of the
qualification of a Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is advanced by
the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between
the Master Servicer and any Subservicer relating to servicing
and
administration of certain Mortgage Loans as provided in Section
3.02, generally in the form of the servicer contract referred to
or
contained in the Program Guide or in such other form as has been
approved by the Master Servicer and the Company. With respect
to
Additional Collateral Loans subserviced by MLCC, the Subservicing
Agreement shall also include the Addendum and Assignment Agreement
and the Pledged Asset Mortgage Servicing Agreement. With respect
to any Pledged Asset Loan subserviced by GMAC Mortgage, LLC, the
Addendum and Assignment Agreement, dated as of November 24,
1998, between the Master Servicer and GMAC Mortgage, LLC, as
such
agreement may be amended from time to time.
Subservicing Fee: As to any Mortgage Loan, the fee
payable monthly to the related Subservicer (or, in the case of
a
Nonsubserviced Mortgage Loan, to the Master Servicer) in respect
of subservicing and other compensation that accrues at an annual
rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
Successor Master Servicer: As defined in Section 3.22.
Surety: Ambac, or its successors in interest, or such
other surety as may be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy
No. AB0039BE), dated February 28, 1996 in respect to Mortgage
Loans
originated by MLCC, or the Surety Bond (Policy No. AB0240BE),
dated March 17, 1999 in respect to Mortgage Loans originated by
Novus
Financial Corporation, in each case issued by Ambac for the
benefit of certain beneficiaries, including the Trustee for the
benefit
of the Holders of the Certificates, but only to the extent that
such Surety Bond covers any Additional Collateral Loans, or
such
other Surety Bond as may be identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net
Loss Allocation, or any successor forms, to be filed on behalf
of any REMIC formed under the Series Supplement and under the
REMIC
Provisions, together with any and all other information,
reports or returns that may be required to be furnished to
the
Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any
applicable
provisions of federal, state or local tax laws.
Transaction Party: As defined in Section 12.02(a).
Transfer: Any direct or indirect transfer, sale,
pledge, hypothecation or other form of assignment of any
Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of
any Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets consisting of:
(i) the Mortgage Loans and the related Mortgage Files
and collateral securing such Mortgage Loans,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date (other than
Monthly
Payments due in the month of the Cut-Off Date) as
shall be on deposit in the Custodial Account or in the Certificate
Account and identified as belonging to the Trust
Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan
or Pledged Assets for any Pledged Asset Loan, but not including
amounts on deposit in the Initial Monthly Payment
Fund,
(iii) property that secured a Mortgage Loan and that
has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, the Pledged Assets with respect to
each
Pledged Asset Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01,
(v) the Initial Monthly Payment Fund, and
(vi) all proceeds of clauses (i) through (v) above.
Trustee Information: As specified in Section
12.05(a)(i)(A).
Underwriter: As defined in the Series Supplement.
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete restoration of such
property
is not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the
United States, a corporation, partnership or other entity
created or
organized in, or under the laws of, the United States, provided
that, for purposes solely of the restrictions on the transfer
of
residual interests, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be
treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any
entity
that is not a corporation for United States federal income tax
purposes are required by the applicable operating agreement to
be
United States Persons, any state thereof, or the District of
Columbia (except in the case of a partnership, to the extent
provided in
Treasury regulations) or any political subdivision thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code,
or
a trust that is described in Section 7701(a)(30)(E) of the Code.
U.S.A. Patriot Act: Uniting and Strengthening America
by Providing Appropriate Tools to Intercept and Obstruct
Terrorism
Act of 2001, as amended.
Voting Rights: The portion of the voting rights of all of
the Certificates which is allocated to any Certificate, and more
specifically designated in Article XI of the Series Supplement.
Section 1.02......Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof,"
"hereinbefore," "hereinafter" and other equivalent words refer to
the Pooling and
Servicing Agreement as a whole. All references herein to
Articles, Sections or Subsections shall mean the corresponding
Articles,
Sections and Subsections in the Pooling and Servicing Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing Agreement to
"interest" on and "principal" of the Mortgage Loans shall mean,
with
respect to the Sharia Mortgage Loans, amounts in respect profit
payments and acquisition payments, respectively.
ARTICLE II
CONVEYANCE OF
MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01......Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee for the
benefit of the
Certificateholders without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including
all
interest and principal received on or with respect to the Mortgage
Loans after the Cut-off Date (other than payments of principal and
interest due on the Mortgage Loans in the month of the Cut-off
Date). In connection with such transfer and assignment, the
Company
does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any, for the benefit of
the
Holders of such insured Certificates. The Company, the Master
Servicer and the Trustee agree that it is not intended that any
mortgage loan be included in the Trust that is (i) a "High-Cost
Home Loan" as defined in the New Jersey Home Ownership Act
effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in
the New Mexico Home Loan Protection Act effective January 1,
2004,
(iii) a "High Cost Home Mortgage Loan" as defined in the
Massachusetts Predatory Home Practices Act effective November
7, 2004 or
(iv) a "High-Cost Home Loan" as defined in the Indiana House
Enrolled Act No. 1229, effective as of January 1, 2005.
(b) In connection with such assignment, except as set forth
in Section 2.01(c) and subject to Section 2.01(d) below, the
Company
does hereby:
(I) with respect to each Mortgage Loan so
assigned (other than a Cooperative Loan or a Sharia Mortgage
Loan) (1) in
the case of all such Mortgage Loans, deliver to and
deposit with the Master Servicer (or an Affiliate of the
Master
Servicer) each of the documents or instruments described
in clause (ii) below (and the Master Servicer shall hold (or cause
such Affiliate to hold) such documents or
instruments in trust for the use and benefit of all present
and future
Certificateholders), (2) with respect to each MOM Loan,
deliver to, and deposit with, the Trustee, or to and with one
or
more Custodians on behalf of the Trustee, as the duly
appointed agent or agents of the Trustee for such purpose, the
documents or instruments described in clauses (i) and
(v) below, (3) with respect to each Mortgage Loan that is not a
MOM
Loan but is registered on the MERS(R)System, deliver to,
and deposit with, the Trustee, or to and with one or more
Custodian
on behalf of the Trustee s, as the duly appointed
agent or agents of the Trustee for such purpose, the
documents or
instruments described in clauses (i), (iv) and (v)
below, (4) with respect to each Mortgage Loan that is not a MOM
Loan and
is not registered on the MERS(R)System, deliver to, and
deposit with, the Trustee, or to and with one or more Custodians
on
behalf of the Trustee, as the duly appointed agent or
agents of the Trustee for such purpose, the documents or
instruments
described in clauses (i), (iii), (iv) and (v) below, and
(5) with respect to each Cooperative Loan and Sharia Mortgage Loan,
deliver to and deposit with the Trustee, or to the
Custodian on behalf of the Trustee, the documents and
instruments
described in clause (II) and clause (III) below:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note.
(ii) The original Mortgage, noting the presence of the MIN of
the Mortgage Loan and language indicating that the Mortgage Loan
is
a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
with
evidence of recording indicated thereon.
(iii) The original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon.
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator
thereof to the Person assigning it to the Trustee (or to
MERS, if the Mortgage Loan is registered on the MERS(R)System
and
noting the presence of a MIN) with evidence of
recordation noted thereon or attached thereto, or a copy of such
assignment
or assignments of the Mortgage with evidence of recording
indicated thereon.
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage
Loan
or a copy of each modification, assumption agreement or
preferred loan agreement.
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note.
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan
with intervening assignments showing an unbroken
chain of title from such originator to the Trustee or a copy of
such
Cooperative Lease and Assignment of Proprietary Lease and
copies of such intervening assignments
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such
Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank or copies thereof.
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan or a copy thereof.
(v) The Security Agreement or a copy thereof.
(vi) Copies of the original UCC-1 financing statement,
and any continuation statements, filed by the originator of
such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under
the Security Agreement and the Assignment of Proprietary
Lease.
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken
chain of
title from the originator to the Trustee, each with
evidence of recording thereof, evidencing the interest of the
originator
under the Security Agreement and the Assignment of
Proprietary Lease.
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and
the
recognition agreement referenced in clause (iv) above,
showing an unbroken chain of title from the originator to the
Trustee
or a copy thereof.
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative
Loan or a copy of each modification, assumption agreement
or preferred loan agreement..
(x) A duly completed UCC-1 financing statement showing
the Master Servicer as debtor, the Company as secured party and
the
Trustee as assignee and a duly completed UCC-1 financing
statement showing the Company as debtor and the Trustee as secured
party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative Loans
or a copy
thereof.
and (III) with respect to each Sharia Mortgage Loan so assigned:
(xi) The original Obligation to Pay, endorsed without
recourse in blank or to the order of the Trustee and showing an
unbroken
chain of endorsements from the originator thereof to
the Person endorsing it to the Trustee, or with respect to
any
Destroyed Obligation to Pay, an original affidavit from
the related Seller or Residential Funding stating that the
original
Obligation to Pay was lost, misplaced or destroyed,
together with a copy of the related Obligation to Pay.
(xii) The original Sharia Mortgage Loan Security Instrument,
with evidence of recording indicated thereon or a copy of the
Sharia
Mortgage Loan Security Instrument with evidence of
recording indicated thereon.
(xiii) An original Assignment and Amendment of Security
Instrument, assigned to the Trustee with evidence of recording
indicated
thereon or a copy of such Assignment and Amendment of
Security Instrument with evidence of recording indicated thereon.
(xiv) The original recorded assignment or assignments of the
Sharia Mortgage Loan Security Instrument showing an unbroken chain
of
title from the originator thereof to the Person
assigning it to the Trustee with evidence of recordation noted
thereon or
attached thereto, or a copy of such assignment or
assignments of the Sharia Mortgage Loan Security Instrument with
evidence
of recording indicated thereon.
(xv) The original Sharia Mortgage Loan Co-Ownership
Agreement with respect to the related Sharia Mortgage Loan or a
copy of such
Sharia Mortgage Loan Co-Ownership Agreement.
(xvi) The original of each modification or assumption
agreement, if any, relating to such Sharia Mortgage Loan or a
copy of each
modification or assumption agreement.
(c) The Company may, in lieu of delivering the original of
the documents set forth in Sections 2.01(b)(I) (iii), (iv) and
(v),
Sections (b)(II)(ii), (iv), (vii), (ix) and (x) and Sections
2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof
as
permitted by Section 2.01(b)) to the Trustee or the Custodian or
Custodians on behalf of the Trustee, deliver such documents to
the
Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and
future
Certificateholders until such time as is set forth in the next
sentence. Within thirty Business Days following the earlier
of
(i) the receipt of the original of all of the documents or
instruments set forth in Sections 2.01(b)(I)(iii), (iv) and
(v),
Sections (b)(II)(ii), (iv), (vii), (ix) and (x) and Sections
2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof)
for any
Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the
Mortgage Loans
then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or
the
Custodian or Custodians that are the duly appointed agent or agents
of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in
connection with any Mortgage Loan, if the Company cannot deliver
the
original of the Mortgage, any assignment, modification,
assumption agreement or preferred loan agreement (or copy
thereof as
permitted by Section 2.01(b)) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement
because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement
or
preferred loan agreement as the case may be, has been
delivered for recordation, or (ii) a delay in the receipt of
certain
information necessary to prepare the related assignments, the
Company shall deliver or cause to be delivered to the Trustee or
the
respective Custodian on behalf of the Trustee a copy of such
Mortgage, assignment, modification, assumption agreement or
preferred
loan agreement.
The Company (i) shall promptly cause to be recorded
in the appropriate public office for real property records
the
Assignment referred to in clause (I)(iii) of Section 2.01(b),
except (a) in states where, in the opinion of counsel acceptable
to
the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan
against
the claim of any subsequent transferee or any successor to or
creditor of the Company or the originator of such Mortgage Loan
or
(b) if MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record
solely as
nominee for the Seller and its successors and assigns, (ii)
shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1
financing statement referred to in clauses (II)(vii) and (x),
respectively, of Section 2.01(b) and (iii) shall promptly cause to
be
recorded in the appropriate public recording office for real
property records the Assignment Agreement and Amendment of
Security
Instrument referred to in clause (III)(iii) of Section 2.01(b).
If any Assignment, Assignment Agreement and Amendment of Security
Instrument, Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unrecorded to the Company because of any defect therein,
the
Company shall prepare a substitute Assignment, Assignment
Agreement and Amendment of Security Instrument, Form UCC-3 or
Form UCC-1,
as applicable, or cure such defect, as the case may be, and cause
such Assignment or Assignment Agreement and Amendment of Security
Instrument to be recorded in accordance with this paragraph.
The Company shall promptly deliver or cause to be delivered to
the
applicable Person described in Section 2.01(b) such Assignment
or substitute Assignment or Assignment Agreement and Amendment of
Security Instrument or Form UCC-3 or Form UCC-1, as applicable,
(or copy thereof) recorded in connection with this paragraph,
with
evidence of recording indicated thereon at the time specified in
Section 2.01(c). In connection with its servicing of Cooperative
Loans, the Master Servicer will use its best efforts to file
timely continuation statements with regard to each financing
statement
and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of
New
York.
If the Company delivers to the Trustee or Custodian
on behalf of the Trustee any Mortgage Note, Obligation to
Pay,
Assignment Agreement and Amendment of Security Instrument or
Assignment of Mortgage in blank, the Company shall, or shall
cause the
Custodian to, complete the endorsement of the Mortgage Note,
Obligation to Pay, Assignment Agreement and Amendment of
Security
Instrument and the Assignment of Mortgage in the name of the
Trustee in conjunction with the Interim Certification issued by
the
Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(II)(vi)
and (vii) and Sections 2.01(b)(III)(ii), (iii), and (iv) that may
be
delivered as a copy rather than the original may be delivered to
the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan
registered on the MERS(R)System, the Company further agrees that
it
will cause, at the Company's own expense, within 30 Business
Days after the Closing Date, the MERS(R)System to indicate that
such
Mortgage Loans have been assigned by the Company to the
Trustee in accordance with this Agreement for the benefit of
the
Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with
this
Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field "Pool
Field" which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Company further agrees
that it will not, and will not permit the Master Servicer to,
and the Master Servicer agrees that it will not, alter the
codes
referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage
Loan
is repurchased in accordance with the terms of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its
security interest in and to any Additional Collateral or
Pledged
Assets, its right to receive amounts due or to become due in
respect of any Additional Collateral or Pledged Assets pursuant
to the
related Subservicing Agreement and its rights as beneficiary
under the Surety Bond in respect of any Additional Collateral
Loans.
With respect to any Additional Collateral Loan or Pledged Asset
Loan, Residential Funding shall cause to be filed in the
appropriate
recording office a UCC-3 statement giving notice of the
assignment of the related security interest to the Trust Fund
and shall
thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the
Trustee of the Mortgage Loans as provided for in this Section
2.01
be and the Uncertificated REMIC Regular Interests, if any (as
provided for in Section 2.06), be construed as a sale by the
Company to
the Trustee of the Mortgage Loans and any Uncertificated REMIC
Regular Interests for the benefit of the Certificateholders.
Further,
it is not intended that such conveyance be deemed to be a pledge of
the Mortgage Loans and any Uncertificated REMIC Regular Interests
by the Company to the Trustee to secure a debt or other
obligation of the Company. However, if the Mortgage Loans
and any
Uncertificated REMIC Regular Interests are held to be property of
the Company or of Residential Funding, or if for any reason this
Agreement is held or deemed to create a security interest in the
Mortgage Loans and any Uncertificated REMIC Regular Interests,
then
it is intended that (a) this Agreement shall be a security
agreement within the meaning of Articles 8 and 9 of the New York
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in
Section 2.01
shall be deemed to be, and hereby is, (1) a grant by the Company to
the Trustee of a security interest in all of the Company's right
(including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to any
and all
general intangibles, payment intangibles, accounts, chattel
paper, instruments, documents, money, deposit accounts,
certificates of
deposit, goods, letters of credit, advices of credit and
investment property and other property of whatever kind or
description now
existing or hereafter acquired consisting of, arising from or
relating to any of the following: (A) the Mortgage Loans,
including
(i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative
Stock Certificate and Cooperative Lease, (ii) with respect to
each Sharia Mortgage Loan, the related Sharia Mortgage Loan
Security
Instrument, Sharia Mortgage Loan Co-Ownership Agreement,
Obligation to Pay and Assignment Agreement and Amendment of
Security
Instrument, (iii) with respect to each Mortgage Loan other than a
Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage
Note and Mortgage, and (iv) any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable
pursuant to the Mortgage Loans in accordance with the terms
thereof, (C) any Uncertificated REMIC Regular Interests and
(D) all
proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other
property,
including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial
Account,
whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of
any
security interest in any and all of Residential Funding's right
(including the power to convey title thereto), title and
interest,
whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D)
granted
by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian on
behalf of the Trustee or any other agent of the Trustee of Mortgage
Notes or such other items of property as constitute instruments,
money, payment intangibles, negotiable documents, goods, deposit
accounts, letters of credit, advices of credit, investment
property,
certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser
or a
person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without
limitation,
Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications
to persons holding such property, and acknowledgments, receipts
or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations
from, securities intermediaries, bailees or agents of, or
persons holding for (as applicable) the Trustee for the
purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were determined to create a
security
interest in the Mortgage Loans, any Uncertificated REMIC Regular
Interests and the other property described above, such security
interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as
such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver
to the Trustee not less than 15 days prior to any filing date
and, the Trustee shall forward for filing, or shall cause to
be
forwarded for filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien
on
the Mortgage Loans and any Uncertificated REMIC Regular Interests,
as evidenced by an Officers' Certificate of the Company, including
without limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change of name
of
Residential Funding, the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned by
a change in the Trustee's name), (2) any change of location of
the place of business or the chief executive office of
Residential
Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan or (4)
any
transfer of any interest of Residential Funding or the Company in
any Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by
it of the Initial Monthly Payment Fund. The Master Servicer shall
hold such Initial Monthly Payment Fund in the Custodial Account
and shall include the related Initial Monthly Payment Fund in
the
Available Distribution Amount for the Mortgage Loans or, with
respect to any Mortgage Pool comprised of two or more Loan Groups,
the
Mortgage Loans in each Loan Group, for the initial Distribution
Date. Notwithstanding anything herein to the contrary, the
Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the
extent that the Initial Monthly Payment Fund constitutes a
reserve
fund for federal income tax purposes, (1) it shall be an outside
reserve fund and not an asset of any REMIC, (2) it shall be owned
by
the Seller and (3) amounts transferred by any REMIC to the
Initial Monthly Payment Fund shall be treated as transferred to the
Seller
or any successor, all within the meaning of Section 1.860G-2(h) of
the Treasury Regulations.
(h) The Company agrees that the sale of each Pledged Asset
Loan pursuant to this Agreement will also constitute the
assignment,
sale, setting-over, transfer and conveyance to the Trustee,
without recourse (but subject to the Company's covenants,
representations
and warranties specifically provided herein), of all of the
Company's obligations and all of the Company's right, title and
interest
in, to and under, whether now existing or hereafter acquired as
owner of the Mortgage Loan with respect to all money,
securities,
security entitlements, accounts, general intangibles,
instruments, documents, certificates of deposit, commodities
contracts, and
other investment property and other property of whatever kind
or description consisting of, arising from or related to (i)
the
Assigned Contracts, (ii) all rights, powers and remedies of the
Company as owner of such Mortgage Loan under or in connection with
the Assigned Contracts, whether arising under the terms of such
Assigned Contracts, by statute, at law or in equity, or
otherwise
arising out of any default by the Mortgagor under or in connection
with the Assigned Contracts, including all rights to exercise any
election or option or to make any decision or determination or to
give or receive any notice, consent, approval or waiver
thereunder,
(iii) all security interests in and lien of the Company as
owner of such Mortgage Loan in the Pledged Amounts and all
money,
securities, security entitlements, accounts, general
intangibles, instruments, documents, certificates of deposit,
commodities
contracts, and other investment property and other property of
whatever kind or description and all cash and non-cash proceeds of
the
sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or
preferences,
stock dividends, rights to interest, dividends, earnings, income,
rents, issues, profits, interest payments or other distributions of
cash or other property that is credited to the Custodial Account,
(iv) all documents, books and records concerning the foregoing
(including all computer programs, tapes, disks and related items
containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance
Corporation or the Securities Investor Protection Corporation or
any other
insurance company) of any of the foregoing or replacements
thereof or substitutions therefor, proceeds of proceeds and
the
conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not
constitute
and is not intended to result in the creation, or an assumption by
the Trustee, of any obligation of the Company, or any other person
in connection with the Pledged Assets or under any agreement or
instrument relating thereto, including any obligation to the
Mortgagor, other than as owner of the Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon
a receipt or certification executed by the Custodian, receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(I)(i) and
Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except
that for purposes of such acknowledgment only, a Mortgage Note
may be endorsed in blank) and declares that it, or a Custodian as
its
agent, holds and will hold such documents and the other documents
constituting a part of the Custodial Files delivered to it, or a
Custodian as its agent, and the rights of Residential Funding
with respect to any Pledged Assets, Additional Collateral and
the
Surety Bond assigned to the Trustee pursuant to Section
2.01, in trust for the use and benefit of all present and
future
Certificateholders. The Trustee or Custodian (such Custodian being
so obligated under a Custodial Agreement) agrees, for the benefit
of Certificateholders, to review each Custodial File delivered
to it pursuant to Section 2.01(b) within 45 days after the
Closing
Date to ascertain that all required documents (specifically as
set forth in Section 2.01(b)), have been executed and received,
and
that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed
to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be
delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage
Loans
identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim
Certification. Upon
delivery of the Custodial Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with
respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any
document or documents constituting a part of a Custodial File to
be
missing or defective, the Trustee shall promptly so notify the
Master Servicer and the Company. Pursuant to Section 2.3 of
the
Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or
defect found
by it in respect of any Custodial File held by it in respect of
the items reviewed by it pursuant to the Custodial Agreement.
If
such omission or defect materially and adversely affects the
interests of the Certificateholders, the Master Servicer shall
promptly
notify Residential Funding of such omission or defect and request
that Residential Funding correct or cure such omission or defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if Residential Funding does not
correct
or cure such omission or defect within such period, the Master
Servicer shall require Residential Funding to purchase such
Mortgage
Loan from the Trust Fund at its Purchase Price within 90 days
from the date the Master Servicer was notified of such omission
or
defect; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined
in
Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered.
The
Purchase Price for any such Mortgage Loan shall be deposited
by the Master Servicer in the Custodial Account maintained by
it
pursuant to Section 3.07 and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the
Master Servicer, the Trustee or any Custodian, as the case may
be, shall release the contents of any related Mortgage File in
its
possession to the owner of such Mortgage Loan (or such owner's
designee) and the Trustee shall execute and deliver such
instruments
of transfer or assignment prepared by the Master Servicer,
in each case without recourse, as shall be necessary to vest
in
Residential Funding or its designee any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be part
of
the Trust Fund. It is understood and agreed that the obligation
of Residential Funding to so cure or purchase any Mortgage Loan
as
to which a material and adverse defect in or omission of a
constituent document exists shall constitute the sole remedy
respecting
such defect or omission available to Certificateholders or the
Trustee on behalf of the Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that:
(i) The Master Servicer is a limited liability company duly
organized, validly existing and in good standing under the laws
governing its creation and existence and is or will be
in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms
of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the
terms of
this Agreement will not violate the Master Servicer's
Certificate of Formation or limited liability company agreement
or
constitute a material default (or an event which,
with notice or lapse of time, or both, would constitute a
material
default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the
Master
Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject
to
applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights
generally and to general principles of equity,
regardless of whether such enforcement is considered in a
proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency,
which default might have consequences that would materially and
adversely affect the condition (financial or other) or
operations of the Master Servicer or its properties or might
have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which
would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects
in the performance of this Agreement with all reasonable rules
and
requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate
of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any
untrue
statement of a material fact or omit a material fact
necessary to make the information, certificate, statement or
report not
misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be
familiar
with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to
the Master Servicer and any new Subservicing Agreements
will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the
rules and
procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery
of the respective Custodial Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any
representation or
warranty set forth in this Section 2.03(a) which materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian
being so
obligated under a Custodial Agreement). Within 90 days of its
discovery or its receipt of notice of such breach, the Master
Servicer
shall either (i) cure such breach in all material respects or
(ii) to the extent that such breach is with respect to a Mortgage
Loan
or a related document, purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set forth
in
Section 2.02; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as
defined
in Section 860G(a)(3) of the Code, any such cure or repurchase
must occur within 90 days from the date such breach was
discovered.
The obligation of the Master Servicer to cure such breach or to
so purchase such Mortgage Loan shall constitute the sole remedy
in
respect of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders or the
Trustee on behalf of the Certificateholders.
(b) Representations and warranties relating to the Mortgage
Loans are set forth in Section 2.03(b) of the Series Supplement.
Section 2.04. Representations and Warranties of Residential
Funding.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders all of its right, title and
interest in respect of the Assignment Agreement (to the extent
assigned to
the Company pursuant to the Assignment Agreement) applicable to a
Mortgage Loan. Insofar as the Assignment Agreement relates to the
representations and warranties made by Residential Funding or
the related Seller in respect of such Mortgage Loan and any
remedies
provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the
Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the
Master Servicer, the
Trustee or any Custodian of a breach of any of the
representations and warranties made in the Assignment
Agreement (which, for
purposes hereof, will be deemed to include any other cause giving
rise to a repurchase obligation under the Assignment Agreement)
in
respect of any Mortgage Loan which materially and adversely
affects the interests of the Certificateholders in such Mortgage
Loan,
the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated
under a
Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach and request that
Residential
Funding either (i) cure such breach in all material respects
within 90 days from the date the Master Servicer was notified of
such
breach 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 Residential Funding 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 breach 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, repurchase or substitution
must occur within 90 days from the date the breach was discovered.
If the breach of representation and warranty that gave rise to the
obligation to repurchase or substitute a Mortgage Loan pursuant to
Section 4 of the Assignment Agreement was the representation
and
warranty set forth in clause (xii) or (xxxviii) of Section 4
thereof, then the Master Servicer shall request that Residential
Funding
pay to the Trust Fund, concurrently with and in addition to the
remedies provided in the preceding sentence, an amount equal to
any
liability, penalty or expense that was actually incurred and paid
out of or on behalf of the Trust Fund, and that directly resulted
from such breach, or if incurred and paid by the Trust Fund
thereafter, concurrently with such payment. In the event that
Residential
Funding elects to substitute a Qualified Substitute Mortgage Loan
or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04,
Residential Funding shall deliver to the Trustee or the
Custodian for the benefit of the Certificateholders with respect
to such
Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable
form if required pursuant to Section 2.01, and such other
documents and agreements as are required by Section 2.01, with the
Mortgage
Note endorsed as required by Section 2.01. No substitution will
be made in any calendar month after the Determination Date for
such
month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be retained by the Master Servicer and
remitted by the Master Servicer to Residential Funding on the
next
succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the
Monthly
Payment due on a Deleted Mortgage Loan for such month and
thereafter Residential Funding shall be entitled to retain all
amounts
received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan
Schedule,
and, if the Deleted Mortgage Loan was a Discount Mortgage
Loan, the Schedule of Discount Fractions, for the benefit of
the
Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute
Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the amended Schedule of Discount Fractions,
to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all
respects,
Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified
Substitute Mortgage
Loan contained in the related Assignment Agreement, and the
Company and the Master Servicer shall be deemed to have made with
respect
to any Qualified Substitute Mortgage Loan or Loans, as of the date
of substitution, the covenants, representations and warranties
set
forth in this Section 2.04, in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master Servicer
shall be
obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as
defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage
Loans, the Master Servicer will determine the amount (if any)
by which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such
Deleted
Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution
that
are to be distributed to the Certificateholders in the month of
substitution). Residential Funding shall deposit the amount of
such
shortfall into the Custodial Account on the day of substitution,
without any reimbursement therefor. Residential Funding shall
give
notice in writing to the Trustee of such event, which notice shall
be accompanied by an Officers' Certificate as to the calculation
of such shortfall and (subject to Section 10.01(f)) by an
Opinion of Counsel to the effect that such substitution will not
cause
(a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of
the Code
or (b) any portion of any REMIC to fail to qualify as such at any
time that any Certificate is outstanding.
It is understood and agreed that the obligation of
Residential Funding to cure such breach or purchase or to
substitute for,
such Mortgage Loan as to which such a breach has occurred and is
continuing and to make any additional payments required under
the
Assignment Agreement in connection with a breach of the
representation and warranty in clause (xii) or (xxxviii) of
Section 4 thereof
shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on behalf
of
Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give
the
notification and require the purchase or substitution provided for
in the second preceding paragraph in the event of such a breach of
a representation or warranty made by Residential Funding in
the Assignment Agreement. In connection with the purchase of
or
substitution for any such Mortgage Loan by Residential Funding,
the Trustee shall assign to Residential Funding all of the
Trustee's
right, title and interest in respect of the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates Evidencing Interests in REMIC
I.
As provided in Section 2.05 of the Series Supplement.
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07. Issuance of Certificates Evidencing Interests in
REMIC II.
As provided in Section 2.07 of the Series Supplement.
Section 2.08. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to
engage in the following activities:
(a) to sell the Certificates to the Company in exchange for
the Mortgage Loans;
(b) to enter into and perform its obligations under this
Agreement;
(c) to engage in those activities that are necessary,
suitable or convenient to accomplish the foregoing or are
incidental
thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage
in such other activities as may be required in connection
with
conservation of the Trust Fund and the making of distributions to
the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities. Notwithstanding the provisions of Section 11.01, the
trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by
the
terms of this Agreement while any Certificate is outstanding, and
this Section 2.08 may not be amended, without the consent of the
Certificateholders evidencing a majority of the aggregate Voting
Rights of the Certificates.
ARTICLE III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this Agreement and
the
respective Mortgage Loans , following such procedures as it would
employ in its good faith business judgment and which are normal
and
usual in its general mortgage servicing activities, and in the
case of the Mortgage Loans being subserviced by Wells Fargo, if
any,
such procedures that comply with applicable federal, state and
local law and that are in accordance with accepted mortgage
servicing
practices of prudent mortgage lending institutions which service
loans of the same type as the Mortgage Loans in the jurisdiction in
which the related Mortgaged Property is located, and shall have
full power and authority, acting alone or through Subservicers
as
provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing
and
administration. Without limiting the generality of the
foregoing, the Master Servicer in its own name or in the
name of a
Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or
any of
them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or
of consent to
assumption or modification in connection with a proposed
conveyance, or of assignment of any Mortgage and Mortgage Note in
connection
with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording
of a
Mortgage for the purpose of correcting the Mortgage, the
subordination of the lien of the Mortgage in favor of a public
utility
company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the
commencement,
prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the
acquisition of any property acquired by foreclosure or deed in
lieu of foreclosure, or the management, marketing and
conveyance of
any property acquired by foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to the
Mortgaged Properties. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders
and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the
case may be,
believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute
and deliver, on behalf of the Trustee and the Certificateholders
or
any of them, any and all instruments of assignment and other
comparable instruments with respect to such assignment or
re-recording
of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses
incurred in
connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in
accordance with
Section 3.16(c), with no right of reimbursement; provided, that
if, as a result of MERS discontinuing or becoming unable to
continue
operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the
MERS System
and to arrange for the assignment of the related Mortgages to the
Trustee, then any related expenses shall be reimbursable to the
Master Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a), the Master Servicer shall not permit any
modification
with respect to any Mortgage Loan that would both constitute
a sale or exchange of such Mortgage Loan within the meaning
of
Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection
with a
proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant
to
Section 3.13(d) hereof) and cause any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code.
The
Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable
the
Master Servicer to service and administer the Mortgage Loans.
The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney.
In servicing and administering any Nonsubserviced Mortgage Loan,
the
Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator
of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing
and
administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such
as
appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled
to
reasonable compensation therefor in accordance with Section 3.10
and (ii) may, at its own discretion and on behalf of the Trustee,
obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the
properties subject to the Mortgage Loans shall not, for the
purpose of calculating monthly distributions to the
Certificateholders,
be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so permit,
and
such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates
evidencing interests in one or more of the Certificates
providing for the payment by the Master Servicer of amounts
received by the
Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage
Loans, which payment obligation will thereafter be an obligation of
the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of Subservicers' and
Sellers'
Obligations.
(a) The Master Servicer may con
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