Execution Copy
RESIDENTIAL ACCREDIT LOANS, INC.
,
Company,
RESIDENTIAL FUNDING CORPORATION
,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
,
Trustee
SERIES SUPPLEMENT,
Dated as of August 1, 2005
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QO1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.............................................6
Section 1.01
Definitions.............................................6
Section 1.02
Use of Words and Phrases...............................26
Section 1.03
Determination of LIBOR.................................26
Section 1.04
Determination of MTA...................................26
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................................27
Section 2.01
Conveyance of Mortgage Loans...........................27
Section 2.02
Acceptance by Trustee..................................28
Section 2.03
Representations, Warranties and Covenants of the
Master Servicer and the Company........................28
Section 2.04
Representations and Warranties of Sellers..............31
Section 2.05
Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I Certificates......................31
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee...........31
Section 2.07
Issuance of Certificates Evidencing Interest in
REMIC II...............................................31
Section 2.08
Purposes and Powers of the Trust.......................32
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.........35
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS.........................36
Section 4.01
Certificate Account....................................36
Section 4.02
Distributions..........................................36
Section 4.03
Statements to Certificateholders; Statements to the
Rating Agencies; Exchange Act Reporting................43
Section 4.04
Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............43
Section 4.05
Allocation of Realized Losses..........................43
Section 4.06
Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................44
Section 4.07
Optional Purchase of Defaulted Mortgage Loans..........44
Section 4.08
Surety Bond............................................44
Section 4.09
Yield Maintenance Agreement Reserve Fund...............44
Section 4.10
Class P Reserve Account................................44
Section 4.11
Carryover Shortfall Reserve Fund.......................44
ARTICLE V
THE CERTIFICATES.......................................45
Section 5.01
The Certificates.......................................45
Section 5.02
Registration of Transfer and Exchange of
Certificates...........................................46
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates......46
Section 5.04
Persons Deemed Owners..................................46
Section 5.05
Appointment of Paying Agent............................46
Section 5.06
U.S.A. Patriot Act Compliance..........................46
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER....................47
ARTICLE VII
DEFAULT................................................48
ARTICLE VIII
CONCERNING THE TRUSTEE.................................49
ARTICLE IX
TERMINATION............................................50
ARTICLE X
REMIC PROVISIONS.......................................51
Section 10.01
REMIC Administration...................................51
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification........................................51
Section 10.03
Designation of REMICs..................................51
Section 10.04
Distributions on the Uncertificated REMIC I Regular
Interests..............................................51
Section 10.05
Compliance with Withholding Requirements...............52
ARTICLE XI
MISCELLANEOUS PROVISIONS...............................52
Section 11.01
Amendment..............................................52
Section 11.02
Recordation of Agreement;
Counterparts................52
Section 11.03
Limitation on Rights of Certificateholders.............52
Section 11.04
Governing Law..........................................52
Section 11.05
Notices................................................52
Section 11.06
Required Notices to Rating Agency and Subservicer......53
Section 11.07
Severability of Provisions.............................53
Section 11.08
Supplemental Provisions for Resecuritization...........53
Section 11.09
Allocation of Voting Rights............................53
Section 11.10
No Petition............................................54
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Three:
Standard Terms of Pooling and
Servicing Agreement dated as of August 1, 2004
1
This is a Series Supplement, dated as of August 1, 2005 (the
"Series Supplement"),
to
the
Standard
Terms of
Pooling
and
Servicing
Agreement,
dated as of August 1, 2004 and
attached as Exhibit
Three
hereto (the
"Standard
Terms"
and,
together
with this Series
Supplement,
the
"Pooling and
Servicing
Agreement"
or
"Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company
(together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together with its
permitted
successors and assigns,
the "Master Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT
:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued hereunder in multiple classes,
which in
the aggregate will evidence the entire beneficial ownership
interest in the Trust Fund.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full herein.
If any term or provision
contained herein shall
conflict with or be inconsistent
with any provision
contained in the Standard
Terms,
the
terms and
provisions of this Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein
shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
REMIC I
As provided herein, the REMIC
Administrator will make an election to treat the entire
segregated
pool of
assets
described
in the
definition
of REMIC I (as
defined
herein)
(including
the Mortgage
Loans but excluding the Initial
Monthly
Payment Fund,
the Yield
Maintenance
Agreement Reserve Fund, the Class P Reserve Account and the
Carryover Shortfall
Reserve Fund), and subject to this Agreement,
as a real estate mortgage
investment conduit
(a "REMIC")
for federal
income tax
purposes
and such
segregated
pool of assets will be
designated
as "REMIC I." The
Uncertificated
REMIC I Regular
Interests
will be
"regular
interests" in REMIC I and the Class R-I
Certificates
will represent
ownership of the sole
class of "residual
interests" in REMIC I for purposes of the REMIC
Provisions
(as defined
herein).
The following table irrevocably sets forth the designation,
the Uncertificated
REMIC
I Pass-Through Rate, the initial
Uncertificated
Principal Balance, and solely for purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date,"
for each of the
Uncertificated
REMIC I
Regular
Interests.
None of the
Uncertificated REMIC I Regular Interests will be certificated.
Designation
Uncertificated
Initial
Latest
REMIC I
Uncertificated
Possible Maturity(1)
Pass-Through
Principal Balance
Rate
REMIC I Regular
Variable(2)
$711,034,970.63
August 25, 2035
Interest LT1
-------------------------------------------------------------------------------
REMIC I Regular
Variable(2)
$35,557.08
August 25, 2035
Interest LT2
-------------------------------------------------------------------------------
REMIC I Regular
Variable(2)
$35,557.08
August 25, 2035
Interest LT3
-------------------------------------------------------------------------------
REMIC I Regular
Variable(2)
$35,557.08
August 25, 2035
Interest LT4
-------------------------------------------------------------------------------
(1) Solely for purposes of Section1.860G-1(a)(4)(iii) of the
Treasury regulations,
the Distribution Dateimmediately 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.
REMIC II
A
segregated
pool
of
assets
consisting
of the
Uncertificated
REMIC
I
Regular
Interests will be designated as "REMIC II" and the REMIC
Administrator will make a separate
REMIC election with respect thereto.
The Class A-1
Certificates,
Class A-2
Certificates,
Class
A-3
Certificates,
Class
A-4
Certificates,
Class
X
Certificates,
Class
M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class
M-5
Certificates,
Class
M-6
Certificates,
Class
M-7
Certificates,
Class
M-8
Certificates,
Class M-9 Certificates,
Class B-1
Certificates,
Class B-2 Certificates and
Class
B-3
Certificates
will
be
"regular
interests"
in
REMIC
II and the
Class
R-II
Certificates will represent ownership of the sole class of
"residual
interests" in REMIC II
for purposes of the REMIC Provisions.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial Certificate
Principal Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Designation
Pass-
Aggregate
Features(1)
Maturity
S&P/
Minimum
Through
Initial
Date(2)
Moody's
Denominations(3)
Rate
Certificate
Principal
Balance
Class A-1
Adjustable$338,917,000.Super Senior/
August 25,
AAA/Aaa
$25,000.00
Rate(4)
Adjustable
2035
Rate
Class A-2
Adjustable$50,000,000.0Super Senior/
August 25,
AAA/Aaa
$25,000.00
Rate(5)
Adjustable
2035
Rate
Class A-3
Adjustable$60,000,000.00
Senior
August 25,
AAA/Aaa
$25,000.00
Rate(4)
Support/
2035
Adjustable
Rate
Class A-4
Adjustable$200,000,000.00
Senior
August 25,
AAA/Aaa
$25,000.00
Rate(6)
Support/
2035
Adjustable
Rate
Class X
Variable
$0(7) Senior/ComponenAugust 25,
AAA/Aaa
$2,000,000.00
Rate(7)
Variable
2035
Rate(7)
Class R-I
Variable
$50.00 Senior/ResidualAugust 25,
AAA/Aaa
(9)
Rate(8)
Variable Rate
2035
Class R-II Variable
$50.00 Senior/ResidualAugust 25,
AAA/Aaa
(9)
Rate(8)
Variable Rate
2035
Class M-1
Adjustable$11,022,000.00 Mezzanine/
August 25,
AA+/Aa1
$25,000.00
Rate(10)
Adjustable
2035
Rate
Class M-2
Adjustable$9,245,000.00
Mezzanine/
August 25,
AA/Aa2
$25,000.00
Rate(10)
Adjustable
2035
Rate
Class M-3
Adjustable$6,045,000.00
Mezzanine/
August 25,
AA-/Aa3
$25,000.00
Rate(10)
Adjustable
2035
Rate
Class M-4
Adjustable$4,622,000.00
Mezzanine/
August 25,
A+/A1
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class M-5
Adjustable$4,267,000.00
Mezzanine/
August 25,
A-/A2
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class M-6
Adjustable$3,911,000.00
Mezzanine/
August 25,
A-/A3
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class M-7
Adjustable$3,911,000.00
Mezzanine/
August 25,
BBB+/
$250,000.00
Rate(10)
Adjustable
2035
Baa1
Rate
Class M-8
Adjustable$2,133,000.00
Mezzanine/
August 25,
BBB/
$250,000.00
Rate(10)
Adjustable
2035
Baa2
Rate
Class M-9
Adjustable$2,133,000.00
Mezzanine/
August 25,
BBB-/
$250,000.00
Rate(10)
Adjustable
2035
Baa3
Rate
Class B-1
Adjustable$3,911,000.00 Subordinate/
August 25,
BB/Ba2
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class B-2
Adjustable$6,756,000.00 Subordinate/
August 25,
B/NA
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class B-3
Adjustable$4,268,591.88 Subordinate/
August 25,
NA/NA
$250,000.00
Rate(10)
Adjustable
2035
Rate
Class
NA
$0.00
Prepayment
August 25,
NA/NA
NA
P(11)
Charge
2035
_____________________________
(1)
The Certificates, other than the Class B-1,
Class B-2, Class B-3, Class R and Class P Certificates shall be
Book-Entry
Certificates.
The Class B-1, Class B-2, Class B-3, Class R and Class P
Certificates shall be delivered to the holders thereof in physical
form.
(2)
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date
for the Mortgage Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each Uncertificated REMIC
II Regular
Interest.
(3)
The Certificates, other than the Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by
Certificate
Principal Balance) and integral multiples of $1 (or $1,000 in the
case of the
Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof,
except
that one Certificate of the Class B-3 Certificates that contains an
uneven
multiple of $1,000 shall be issued in a denomination equal to the
sum of the
related minimum denomination set forth above and such uneven
multiple for
such Class or the sum of such denomination and an integral multiple
of $1,000.
(4)
The Pass-Through Rate on the Class A-1 Certificates and Class A-3
Certificates will be equal to the lesser of (i) LIBOR plus the
related
Pass-Through Margin and (ii) the Net WAC Rate.
The related Pass-Through
Margin on the Class A-1 Certificates and Class A-3 Certificates is
initially
equal to 0.300% and 0.380%, respectively.
(5)
The Pass-Through Rate on the Class A-2 Certificates will be equal
to
the lesser of (i) MTA plus the related Pass-Through Margin and (ii)
the Net
WAC Rate.
The Pass-Through Margin on the Class A-2 Certificates is equal to
1.500%.
(6)
The Pass-Through Rate on the Class A-4 Certificates will be equal
to
the lesser of (i) MTA plus the related Pass-Through Margin and (ii)
the Net
WAC Rate less 0.650%.
The Pass-Through Margin on the Class A-4 Certificates
is equal to 1.940%.
(7)
The Class X Certificates are comprised of two components: the Class
X-IO Component, an interest-only component, and the Class X-P
Component, a
principal and interest component.
Holders of the Class X Certificates may
not transfer the components separately.
For the purpose of calculating
interest payments on the Class X-IO Component, interest will accrue
on a
notional amount equal to the sum of the Certificate Principal
Balances of the
Class A-1, Class A-2, Class A-3, Class A-4, Class M and Class B
Certificates,
which is initially equal to $711,141,591.88.
The principal balance of the
Class X-P Component will initially equal zero and will increase in
accordance
with the amount of Net Deferred Interest allocated to the Class X
Certificates.
The principal balance of the Class X Certificates will be
equal to the principal balance of the Class X-P Component, if any.
The
Pass-Through Rate on the Class X-IO Component of the Class X
Certificates
will be a per annum rate equal to the Net WAC Rate less the
weighted average
Pass-Through Rate on the Certificates (other than the Class X
Certificates
and Class R Certificates), weighted by Certificate Principal
Balance.
The
Pass-Through Rate on the Class X-P Component of the Class X
Certificates will
be a per annum rate equal to the Net WAC Rate.
Interest payable on the Class
X-IO Component will be reduced to the extent necessary to cover
carryover
shortfall amounts on the Class A-1 Certificates and the Class A-3
Certificates.
For REMIC purposes, the foregoing rate is equal to a rate per annum
equal to the percentage equivalent of a fraction, the numerator of
which is
the sum of the amounts calculated pursuant to clauses (1) through
(3) below,
and the denominator of which is the aggregate Uncertificated
Principal
Balances of the Uncertificated REMIC I Regular Interests.
For purposes of
calculating the Pass-Through Rate for the Class X Certificates, the
numerator
is equal to the sum of the following components:
(1)
the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT1 minus the related Marker Rate, applied to a notional
amount
equal to the Uncertificated Principal Balance of REMIC I Regular
Interest LT1;
(2)
the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT2 minus the related Marker Rate, applied to a notional
amount
equal to the Uncertificated Principal Balance of REMIC I Regular
Interest
LT2; and
(3)
the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT4 minus twice the related Marker Rate, applied to a
notional
amount equal to the Uncertificated Principal Balance of REMIC I
Regular
Interest LT4.
(8)
The Pass-Through Rate on the Class R Certificates will be a per
annum
rate equal to the Net WAC Rate.
The pass-through rate for the Class R
Certificates is initially equal to approximately 3.0945%
(9)
Each class of the Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however,
that one Class R Certificate of each class will be issuable to
Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and
(e) in a
minimum denomination representing a Percentage Interest of not less
than
0.01%.
(10)
The Pass-Through Rate on the Class M Certificates and Class B
Certificates will be a per annum rate equal to the lesser of (i)
LIBOR plus
the related Pass-Through Margin and (ii) the Net WAC Rate.
The related
Pass-Through Margin on the Class M-1, Class M-2, Class M-3, Class
M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1, Class
B-2 and
Class B-3 Certificates is initially equal to 0.570%, 0.620%,
0.680%, 0.870%,
0.930%, 1.030%, 1.570%, 1.680%, 2.200%, 1.250%, 1.250% and 1.250%,
respectively.
(11)
The holders of the Class P Certificates will be entitled to all
Prepayment Charges received on Prepayment Charge Loans, and these
amounts
will not be available for distribution on the other certificates.
The Class
P Certificates will not be entitled to interest on any amounts due.
The
Class P Certificates will not represent an interest in any REMIC,
they will
instead represent an interest in the Trust constituted by this
Agreement that
is a strip of Prepayment Charges associated with the Prepayment
Charge Loans.
The
Mortgage
Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$711,141,691.88
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
as to any
Class of
Certificates,
interest
accrued during the related Interest Accrual Period at the
related
Pass-Through
Rate on the Certificate
Principal Balance or Notional Amount thereof
immediately prior to such Distribution
Date. In each case Accrued
Certificate
Interest on
any Class of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls on all Mortgage Loans (to the extent not offset
by the Master
Servicer with a payment of
Compensating
Interest as provided in
Section 4.01),
(ii) the interest
portion
(adjusted
to the Net Mortgage
Rate (or the Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized
Losses on
all
Mortgage
Loans
(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,
which
remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage
Loan or REO Property and (B) made with respect to
delinquencies
that
were
ultimately
determined to be Excess Special
Hazard
Losses,
Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
(iv)
any Net Deferred Interest on the Mortgage Loans for that
Distribution Date; and
(v)
any other interest
shortfalls not covered by the subordination
provided by the
Class M Certificates
and Class B Certificates,
including
interest that is not
collectible from the Mortgagor pursuant to the Servicemembers
Civil Relief Act,
or similar legislation or regulations as in effect from time to
time,
with all such
reductions
allocated
among all of the
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 such Class of Class B Certificates
or
such Class of Class M Certificates
will be reduced by the interest portion (adjusted to the
Net Mortgage
Rate) of Realized
Losses that are
allocated
solely to such Class of Class B
Certificates or such Class of Class M Certificates pursuant to
Section 4.05.
Accrued
Certificate
Interest
on the
Class
A-1,
Class
A-3,
Class M and
Class B
Certificates
is
calculated
on the basis of a 360-day
year and the actual
number of days
that elapsed during the related Interest
Accrual Period.
Accrued
Certificate
Interest on
the Class A-2, Class A-4,
Class X and Class R Certificates
is calculated on the basis of a
360-day year divided into twelve 30-day months.
Adjustable Rate
Certificates:
Any of the Class A-1, Class A-2, Class A-3, Class A-4,
Class M and Class B Certificates.
Adjustment
Date:
As to each
Mortgage
Loan,
each
date set
forth
in the
related
Mortgage
Note on which an
adjustment
to the interest
rate on such
Mortgage Loan becomes
effective.
Available
Distribution
Amount:
As to any Distribution
Date, an amount equal to (a)
the sum of (i) the
amount
relating
to the
Mortgage
Loans on
deposit
in the
Custodial
Account
as of the
close of
business
on the
immediately
preceding
Determination
Date,
including any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in
connection with the substitution of Qualified
Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately
preceding
Certificate
Account Deposit Date, (iii) any
amount deposited in the Certificate
Account on the related Certificate Account Deposit Date
pursuant
to the second
paragraph
of Section
3.12(a),
(iv) any amount
deposited
in the
Certificate
Account
pursuant to Section 4.07,
(v) any amount that the Master
Servicer is
not permitted to withdraw from the Custodial Account or the
Certificate
Account pursuant to
Section
3.16(e),
(vi) any amount
received by the
Trustee
pursuant to the Surety Bond in
respect of such Distribution
Date and (vii) the
proceeds of any Pledged Assets received by
the Master
Servicer,
reduced by (b) the sum as of the close of business on the
immediately
preceding
Determination
Date of (v) any payments or
collections
consisting of Prepayment
Charges on the Mortgage Loans that were received during the related
Prepayment
Period; (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future
Distribution,
and (y) amounts
permitted to be withdrawn by the Master
Servicer from the
Custodial
Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy
Amount: As of any date of determination
prior to the first anniversary of
the Cut-off
Date,
an amount
equal to the excess,
if any,
of (A)
$230,180
over (B) the
aggregate
amount of Bankruptcy
Losses
allocated solely to one or more specific Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination on or after the first
anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1)
the lesser of (a) the Bankruptcy
Amount calculated as of the close of business on the
Business Day
immediately
preceding the most recent
anniversary
of the Cut-off Date
coinciding
with
or
preceding
such
date of
determination
(or,
if
such
date of
determination
is an
anniversary
of the Cut-off Date,
the Business Day
immediately
preceding such date of determination) (for purposes of this
definition,
the "Relevant
Anniversary") and (b) the greater of
(A)
(i) if the aggregate
principal
balance of the Non-Primary
Residence Loans as of the
Relevant
Anniversary
is less than 10% of the Stated
Principal
Balance of the
Mortgage Loans as of the Relevant
Anniversary,
$0.00, or (ii) if the aggregate
principal
balance
of
the
Non-Primary
Residence
Loans
as of
the
Relevant
Anniversary is equal to or greater than 10% of the Stated
Principal
Balance of
the Mortgage Loans as of the Relevant Anniversary,
the sum of (I) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value Ratio
of greater than 80.00% but less than or equal to 90.00%
(other than
Additional
Collateral
Loans),
times 0.25%,
(II) the aggregate
principal
balance of the
Non-Primary
Residence Loans with a
Loan-to-Value
Ratio of greater than 90.00%
but less than or equal to
95.00%
(other
than
Additional
Collateral
Loans),
times
0.50%,
and (III) the
aggregate
principal
balance
of the
Non-Primary
Residence
Loans with a
Loan-to-Value
Ratio of greater than 95.00% (other than
Additional
Collateral
Loans)
times
0.75%,
in each
case as of the
Relevant
Anniversary; and
(B)
the greater of (i) 0.0006 times the
aggregate
principal
balance of all the Mortgage
Loans
in
the
Mortgage
Pool
as
of
the
Relevant
Anniversary
having
a
Loan-to-Value
Ratio (other than
Additional
Collateral
Loans) at
origination
which exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy
Losses
allocated solely to one or
more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 since the
Relevant Anniversary.
The
Bankruptcy
Amount may be
further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i) obtain
written
confirmation
from each
Rating
Agency
that
such
reduction
shall
not
reduce
the
rating
assigned
to
any
Class
of
Certificates by such Rating Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii)
provide
a copy of such written confirmation to the Trustee.
Carryover
Shortfall
Amount:
For
any
Distribution
Date,
and for
the
Class
A-1
Certificates and Class A-3
Certificates,
an amount equal to the sum of: (i) the excess, if
any,
of (a) the
amount of Accrued
Certificate
Interest
that would have
accrued on such
class at a Pass-Through
Rate equal to LIBOR plus the related
Pass-Through
Margin over (b)
the amount of Accrued
Certificate
Interest
on such class for such
Distribution
Date (in
each case prior to any reduction for Net Deferred Interest),
(ii) the portion of the amount
described in clause (i) above remaining unpaid from prior
Distribution
Dates; and (iii) one
month's
interest at the rate
described in clause
(i)(a) above on the amount
described in
clause
(ii)
above.
For
the
initial
Distribution
Date
only,
and for
the
Class
A-2
Certificates and Class A-4
Certificates,
an amount equal to the excess, if any, of (a) the
amount
of
Accrued
Certificate
Interest
that
would
have
accrued
on such
class
at a
Pass-Through Rate equal to MTA plus the related
Pass-Through
Margin over (b) the amount of
Accrued
Certificate
Interest on such class for such
Distribution Date (in each case prior
to any reduction for Net Deferred Interest.
Carryover Shortfall Reserve Fund:
The reserve fund created pursuant to Section 4.11.
Carryover Shortfall Reserve Fund Amount:
$456,275.41.
Certificate:
Any Class A, Class X, Class M, Class B, Class R or Class P
Certificate.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled
"Deutsche
Bank
Trust Company
Americas,
as trustee,
in trust for the
registered
holders of
Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates,
Series 2005-QO1" and
which must be an Eligible Account.
Certificate Policy:
None.
Certificate
Principal
Balance:
With respect to each Certificate (or, in the case of
a Class X Certificate,
the Class X-P Component thereof),
on any date of determination,
an
amount equal to:
(i)
the Initial
Certificate
Principal
Balance of such Certificate as specified on
the face thereof, plus
(ii) any Subsequent
Recoveries
added to the Certificate
Principal
Balance of such
Certificate pursuant to Section 4.02, plus
(iii) an amount equal to the aggregate Net Deferred
Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iv)
the sum of (x) the aggregate of all amounts
previously
distributed
with
respect to such
Certificate
(or any
predecessor
Certificate)
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 each
Certificate
of the
Class of
Subordinate
Certificates
with the
Lowest
Priority
at any given
time
shall be
further
reduced
by an amount
equal to the
Percentage
Interest
represented
by such
Certificate
multiplied by the excess,
if any, of (A) the then aggregate
Certificate
Principal Balance
of all
Classes
of
Certificates
then
outstanding
over
(B) the
then
aggregate
Stated
Principal Balance of the Mortgage Loans.
In the case of any Class of Certificates
other than the Class X Certificates,
Net Deferred
Interest
allocated
to such
Certificates
will be added as
principal
to the
outstanding
Certificate
Principal
Balance of such Class of
Certificates.
With respect to the Class X
Certificates,
Net Deferred Interest allocated to either the X-IO Component or X-P
Component
shall be added as principal to the outstanding
Certificate
Principal
Balance of the Class
X-P Component.
Class A
Certificate:
Any one of the Class A-1,
Class
A-2,
Class A-3 and Class 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.
Class M Certificate:
Any one of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Class
R
Certificate:
Any
one
of
the
Class
R-I
Certificates
and
Class
R-II
Certificates.
Class R-I Certificate:
Any one of the Class R-I Certificates
executed by the Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the
Standard Terms as Exhibit D and evidencing an interest
designated as a "residual
interest"
in REMIC I for purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any one of the
Class
R-II
Certificates
executed
by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to
the
Standard
Terms as Exhibit D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class P Reserve
Account:
The
account
established
and
maintained
by the
Trustee
pursuant to Section 4.10 hereof.
Class X Certificate:
Any one of the Class X Certificates.
Class X-IO Component:
Solely for purposes of calculating
distributions
of principal
and interest and the allocation of Realized Losses on the Mortgage
Loans,
the interest only
component of the Class X Certificates.
For the
purpose
of
calculating
interest
payments
on the
Class
X-IO
Component,
interest will accrue on the Notional Amount.
Class X-P
Component:
Solely for purposes of calculating
distributions
of principal
and interest and the allocation of Realized Losses on the Mortgage
Loans,
the principal and
interest component of the Class X Certificates.
The principal
balance of the Class X-P Component will
initially
equal zero and will
increase in
accordance
with the amount of Net Deferred
Interest
allocated to the Class X
Certificates.
The
principal
balance
of the
Class X
Certificates
will be
equal to the
principal balance of the Class X-P Component, if any.
Closing Date:
August 31, 2005.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time its
corporate
trust
business
with
respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument
is located at
1761 East St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention:
Residential
Funding Corporation Series 2005-QO1.
Cut-off Date:
August 1, 2005.
Deferred
Interest:
The
amount
of
interest
which
is
deferred
and
added to the
principal balance of a Mortgage Loan due to negative amortization.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to such Distribution Date.
Due Period:
With respect to each Distribution
Date, the calendar month in which such
Distribution Date occurs.
Eligible
Account:
An account that is any of the
following:
(i)
maintained
with a
depository
institution the debt
obligations of which have been rated by each Rating Agency
in its highest rating available,
or (ii) an account or accounts in a depository institution
in which such accounts are fully
insured to the limits
established
by the FDIC,
provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency,
as
evidenced
in
writing,
be
maintained
such that (as
evidenced
by an
Opinion of Counsel
delivered
to the Trustee and each Rating
Agency) the
registered
Holders of
Certificates
have a claim
with
respect
to the funds in such
account
or a
perfected
first
security
interest against any collateral (which shall be limited to
Permitted
Investments)
securing
such
funds
that is
superior
to
claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the
Custodial Account, a trust account or accounts
maintained in the corporate trust department
of U.S. Bank, National Association,
or (iv) in the case of the Certificate Account, a trust
account or accounts
maintained in the corporate
trust
division of the Trustee,
or (v) an
account or
accounts
of a
depository
institution
acceptable
to each
Rating
Agency (as
evidenced
in writing by each Rating
Agency that use of any such
account as the
Custodial
Account or the
Certificate
Account
will not reduce
the rating
assigned
to any Class of
Certificates
by
such
Rating
Agency
below
the
then-current
rating
assigned
to
such
Certificates by such Rating Agency).
Fraud Loss Amount:
As of any date of determination
after the Cut-off Date, an amount
equal to: (X) prior to the first
anniversary
of the Cut-off
Date an amount equal to 3.00%
of the
aggregate
outstanding
principal
balance
of all of the
Mortgage
Loans as of the
Cut-off
Date minus the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of Certificates in accordance with Section 4.05 of this
Series
Supplement
since the
Cut-off
Date up to such date of
determination,
(Y) from the first to,
but not
including,
the second anniversary of the Cut-off Date, an amount equal to (1)
the lesser of
(a) the Fraud Loss Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b)
2.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the
most recent
anniversary of the Cut-off Date minus (2) the aggregate
amount of Fraud Losses
allocated
solely to one or more specific Classes of Certificates in
accordance with Section
4.05
since
the
most
recent
anniversary
of
the
Cut-off
Date
up
to
such
date
of
determination,
and (Z) from the second to, but not including,
the fifth anniversary of the
Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate
outstanding principal
balance of all of the Mortgage
Loans as of the most recent
anniversary of the Cut-off Date
minus (2) the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of Certificates
in accordance
with Section 4.05 since the most recent
anniversary
of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of
the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud
Loss
Amount
may be further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i) obtain
written
confirmation
from each
Rating
Agency
that
such
reduction
shall
not
reduce
the
rating
assigned
to
any
Class
of
Certificates by such Rating Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii)
provide
a copy of such written confirmation to the Trustee.
Fraud
Losses:
Realized
Losses on Mortgage
Loans as to which there was fraud in the
origination of such Mortgage Loan.
Interest
Accrual Period:
With respect to the Class A-2, Class A-4, Class X and Class
R Certificates
and any
Distribution
Date, the calendar month preceding the month in which
such Distribution
Date occurs.
With respect to the Class A-1, Class A-3, Class M and Class
B Certificates
and
any
Distribution
Date, the period beginning on the prior Distribution
Date (or, in
the case of
the first Distribution
Date,
the
Closing
Date) and
ending on
the day
immediately
preceding
the Distribution Date.
Interest
Adjustment
Date:
With
respect
to a
Mortgage
Loan,
the
date,
if any,
specified in the related
Mortgage
Note on which the Mortgage
Interest
Rate is subject to
adjustment.
Initial Monthly Payment Fund: $94,254
representing
scheduled principal
amortization
and interest at the Net Mortgage
Rate payable
during the
September
2005 Due Period,
for
those Mortgage Loans for which the Trustee will not be entitled to
receive such payment.
Initial Notional Amount:
With respect to the Class X Certificates, $711,141,591.88.
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:
1.55%
Class M-7:
0.55%
Class M-2:
1.30%
Class M-8:
0.30%
Class M-3:
0.85%
Class M-9:
0.30%
Class M-4:
0.65%
Class B-1:
0.55%
Class M-5:
0.60%
Class B-2:
0.95%
Class M-6:
0.55%
Class B-3:
0.60%
LIBOR:
With
respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for one-month U.S. Dollar
deposits,
expressed on a per
annum basis, determined in accordance with Section 1.03.
LIBOR Certificates:
The Class A-1, Class A-3, Class M and Class B Certificates.
Marker Rate: With respect to the Class X Certificates
and any
Distribution
Date, in
relation to REMIC I Regular
Interests LT1, LT2, LT3, and LT4, a per annum rate equal to two
(2) times the weighted average of the Uncertificated
REMIC I Pass-Through Rates for REMIC I
Regular Interest LT2 and REMIC I Regular Interest LT3.
Maturity
Date:
August 25, 2035,
the
Distribution
Date
immediately
following the
latest scheduled maturity date of any Mortgage Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the rate
indicated in Exhibit One
hereto
as the
"NOTE
CEILING,"
which
rate
is the
maximum
interest
rate
that
may be
applicable to such Mortgage Loan at any time during the life of
such Mortgage Loan.
Maximum Net
Mortgage
Rate:
As to any Mortgage
Loan and any date of
determination,
the
Maximum
Mortgage
Rate for such
Mortgage
Loan
minus the per annum rate at which the
Servicing Fee is calculated.
Minimum
Mortgage
Rate: As to any Mortgage
Loan,
the greater of (i) the Note Margin
for such
Mortgage
Loan and (ii) the rate
indicated
in
Exhibit
One
hereto as the "NOTE
FLOOR" for such
Mortgage
Loan,
which rate may be
applicable to such Mortgage Loan at any
time during the life of such Mortgage Loan.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit One (as amended from time to time to reflect the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the following
information as to each
Mortgage Loan:
(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)
the Maximum Mortgage Rate ("NOTE CEILING");
(n)
the maximum Adjusted Mortgage Rate ("NET CEILING");
(o)
the Note Margin for the ("NOTE MARGIN"); and
(p)
the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT").
Such schedule may consist of multiple reports that collectively set
forth all of the
information required.
Mortgage
Rate:
As to any
Mortgage
Loan,
the
interest
rate borne by the
related
Mortgage
Note,
or any
modification
thereto
other
than a
Servicing
Modification.
The
Mortgage
Rate on the Mortgage
Loans will adjust on each
Adjustment
Date to equal the sum
(rounded to the nearest
multiple of one-eighth of one percent (0.125%) or up to the nearest
one-eighth
of one percent,
which are
indicated by a "U" on Exhibit One hereto,
except in
the case of the Mortgage
Loans
indicated by an "X" on Exhibit One hereto under the heading
"NOTE
METHOD"),
of the related
Index plus the Note
Margin,
in each case
subject to the
applicable Initial Rate Cap, Periodic Cap, Maximum Mortgage Rate
and Minimum Mortgage Rate.
MTA: With respect to any Distribution
Date, the
twelve-month
moving average monthly
yield on United States Treasury
securities,
expressed on a per annum basis,
determined in
accordance with Section 1.04.
MTA
Determination
Date: For each Interest Accrual Period,
fifteen days prior to the
commencement of that Interest Accrual Period.
Net Deferred
Interest:
On any Distribution
Date,
Deferred Interest on the Mortgage
Loans during the related Due Period net of Principal
Prepayments in full, partial Principal
Prepayments,
Liquidation
Proceeds and amounts received
pursuant to Section 2.04 and 4.07,
in that order, included in the Available
Distribution Amount for such Distribution Date and
available to make principal distributions on the Certificates on
that Distribution Date.
Net 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, a per annum rate equal to the
weighted
average of the Net Mortgage
Rates of the Mortgage
Loans weighted on the basis of
the respective
Stated
Principal
Balance of each such Mortgage Loan as of the beginning of
the related Due Period,
using the Net Mortgage
Rates in effect for the scheduled
payments
due on those Mortgage Loans
during such
Due Period, multiplied, in the
case of the
LIBOR
Certificates, by a fraction expressed as a percentage the
numerator of
which is 30 and the
denominator of which is the actual number of days in the related
Interest Accrual Period.
Note Margin:
As to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated in Exhibit One hereto as the "NOTE
MARGIN," which
percentage is
added to the related
Index on each
Adjustment
Date to
determine
(subject to rounding in
accordance
with the related
Mortgage
Note,
the Initial Rate Cap,
the Periodic
Cap, the
Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Notional
Amount:
As
of
any
Distribution
Date,
with
respect
to
the
Class
X
Certificates,
an amount equal to the Certificate
Principal Balance of the Class A-1, Class
A-2, Class A-3, Class A-4, Class M and Class B Certificates
immediately prior to such date.
Optional
Termination
Date: Any Distribution
Date on which the Pool Stated Principal
Balance,
prior to giving effect to distributions to be made on such
Distribution
Date, is
less than ten percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Pass-Through Margin:
With respect each Distribution Date, as follows:
(1)
(2)
Class A-1
0.300%
0.600%
Class A-2
1.500%
1.500%
Class A-3
0.380%
0.760%
Class A-4
1.940%
1.940%
Class M-1
0.570%
0.855%
Class M-2
0.620%
0.930%
Class M-3
0.680%
1.020%
Class M-4
0.870%
1.305%
Class M-5
0.930%
1.395%
Class M-6
1.030%
1.545%
Class B-1
1.570%
2.355%
Class B-2
1.680%
2.520%
Class B-3
2.200%
3.300%
Class B-4
1.250%
1.875%
Class B-5
1.250%
1.875%
Class B-6
1.250%
1.875%
(1)
For the Interest
Accrual Period for each
Distribution
Date occurring on
or prior to the first possible Optional Termination Date.
(2)
For each other Interest Accrual Period.
Pass-Through Rate:
o
With respect to the Class A-1 Certificates and Class A-3
Certificates, the lesser of
(i) LIBOR plus the related Pass-Through Margin and (ii) the Net WAC
Rate;
o
With respect to the Class A-2 Certificates, the lesser of (i) MTA
plus the related
Pass-Through Margin and (ii) the Net WAC Rate;
o
With respect the Class A-4 Certificates, the lesser of (i) MTA plus
the related
Pass-Through Margin and (ii) the Net WAC Rate less 0.650%;
o
With respect to the Class X-IO Component of the Class X
Certificates, the Net WAC
Rate less the weighted average Pass-Through Rate on the
Certificates (other than
the Class X Certificates and Class R Certificates), weighted by
Certificate
Principal Balance;
o
With respect to the Class X-P Component of the Class X
Certificates, the Net WAC
Rate;
o
With respect to the Class R Certificates, the Net WAC Rate;
o
With respect to the Class M Certificates, a per annum rate equal to
the lesser of (i)
LIBOR plus the related Pass-Through Margin and (ii) the Net WAC
Rate;
o
With respect to the Class B Certificates, the lesser of (i) LIBOR
plus the related
Pass-Through Margin and (ii) the Net WAC Rate;
o
The Class P Certificates are not entitled to interest on any
amounts due.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed
as to timely
payment of principal and interest by the
United
States or any agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the United States;
(ii)
repurchase
agreements on
obligations
specified in clause (i) maturing not more than
one
month
from
the
date
of
acquisition
thereof,
provided
that
the
unsecured
short-term debt
obligations of the party agreeing to repurchase such
obligations are
at the time rated by each Rating Agency in its highest short-term
rating available;
(iii) federal funds,
certificates of deposit,
demand deposits,
time deposits and bankers'
acceptances
(which shall each have an original maturity of not more than 90
days and,
in the case of bankers'
acceptances,
shall in no event have an original
maturity of
more
than 365 days or a
remaining
maturity
of more
than 30 days)
denominated
in
United
States
dollars
of
any
U.S.
depository
institution
or
trust
company
incorporated
under
the laws of the
United
States or any
state
thereof
or of any
domestic branch of a foreign
depository
institution or trust company;
provided that
the debt
obligations of such
depository
institution or trust company at the date of
acquisition
thereof have been rated by each Rating
Agency in its highest
short-term
rating
available;
and,
provided
further
that,
if the
original
maturity of such
short-term
obligations of a domestic
branch of a foreign
depository
institution or
trust company shall exceed 30 days, the short-term
rating of such
institution
shall
be A-1+ in the case of Standard & Poor's if Standard &
Poor's is a Rating Agency;
(iv)
commercial
paper and demand notes
(having
original
maturities of not more than 365
days) of any
corporation
incorporated
under
the laws of the
United
States or any
state
thereof which on the date of
acquisition
has been rated by each Rating Agency
in its highest short-term rating available;
provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v)
any mutual
fund,
money market
fund,
common
trust fund or other pooled
investment
vehicle,
the
assets
of which
are
limited
to
instruments
that
otherwise
would
constitute Permitted
Investments
hereunder and have been rated by each Rating Agency
in its
highest
short-term
rating
available
(in the case of Standard & Poor's such
rating
shall be either
AAAm or AAAm-G),
including
any such fund that is managed by
the
Trustee or any
affiliate
of the
Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
(vi)
other
obligations
or
securities
that are
acceptable
to each
Rating
Agency as a
Permitted
Investment
hereunder and will not reduce the rating
assigned to any Class
of
Certificates
by such Rating
Agency
(without
giving
effect to any
Certificate
Policy (if any) in the case of Insured
Certificates
(if any)) below the then-current
rating assigned to such Certificates by such Rating Agency, as
evidenced in writing;
provided,
however,
that
no
instrument
shall
be
a
Permitted
Investment
if
it
represents,
either (1) the right to receive
only
interest
payments
with
respect to the
underlying debt instrument or (2) the right to receive both
principal and interest
payments
derived from obligations
underlying such instrument and the principal and interest payments
with respect to such instrument
provide a yield to maturity
greater than 120% of the yield
to maturity at par of such underlying
obligations.
References herein to the highest rating
available
on unsecured
long-term
debt shall mean AAA in the case of Standard & Poor's and
Fitch and Aaa in the case of Moody's,
and for purposes of this
Agreement,
any
references
herein to the highest rating
available on unsecured
commercial
paper and short-term
debt
obligations shall mean the following:
A-1 in the case of Standard & Poor's, P-1 in the case
of Moody's and F-1 in the case of Fitch;
provided,
however,
that any Permitted Investment
that is a
short-term
debt
obligation
rated A-1 by
Standard & Poor's
must
satisfy
the
following
additional
conditions:
(i) the total
amount of debt from A-1
issuers
must be
limited to the
investment
of monthly
principal
and
interest
payments
(assuming
fully
amortizing
collateral);
(ii) the total amount of A-1
investments
must not represent more
than 20% of the aggregate outstanding
Certificate Principal Balance of the Certificates and
each
investment
must not
mature
beyond 30 days;
(iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal
due at maturity that cannot vary;
and (iv)
if the investments may be liquidated
prior to their maturity or are being relied on to meet
a certain yield,
interest must be tied to a single
interest rate index plus a single fixed
spread (if any) and must move proportionately with that index.
Prepayment Assumption:
With respect to the Mortgage Loans, a prepayment assumption of
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
Charge:
With respect to any Mortgage
Loan,
the charges or premiums,
if
any,
received in
connection
with a full or partial
prepayment
of such
Mortgage Loan in
accordance with the terms thereof.
Prepayment
Charge
Loan:
Any
Mortgage
Loan for which a
Prepayment
Charge
may be
assessed and to which such
Prepayment
Charge the Class P
Certificates
are
entitled,
as
indicated on the Mortgage Loan Schedule.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates,
under the applicable circumstances set forth below, the
respective percentages set forth below:
(i)
For any
Distribution
Date prior to the
Distribution
Date in September 2015 (unless
the Certificate
Principal
Balances of the Senior
Certificates
have been reduced to
zero or the
circumstances
set
forth in the third
paragraph
of the
definition
of
Senior Accelerated Distribution Percentage exist), 0%.
(ii)
For any Distribution
Date for which clause (i) above does not apply, and on which any
Class of Subordinate Certificates is outstanding:
(a)
in the
case of the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest Priority and each other Class of Subordinate
Certificates for which the
related
Prepayment
Distribution
Trigger
has
been
satisfied,
a
fraction,
expressed as a percentage,
the numerator of which is the Certificate
Principal
Balance
of such Class
immediately
prior to such date and the
denominator
of
which is the sum of the
Certificate
Principal
Balances
immediately
prior to
such date of (1) the Class of Subordinate
Certificates
then
outstanding
with
the Highest
Priority and (2) all other Classes of Subordinate
Certificates for
which the respective Prepayment Distribution Triggers have been
satisfied; and
(b)
in the case of each other Class of Subordinate
Certificates
for which the Prepayment
Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing,
if the application of the foregoing percentages on any
Distribution
Date as provided in Section 4.02 of this Series
Supplement
(determined
without
regard
to
the
proviso
to
the
definition
of
"Subordinate
Principal
Distribution
Amount") would result in a
distribution
in respect of principal of any
Class or Classes of Subordinate
Certificates
in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"),
then: (a)
the
Prepayment
Distribution
Percentage of each Maturing Class shall be reduced to a
level that,
when applied as described
above,
would exactly
reduce the
Certificate
Principal
Balance of such Class to zero; (b) the Prepayment
Distribution
Percentage
of each other
Class of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class") shall be
recalculated
in accordance
with the
provisions in paragraph
(ii)
above,
as if the
Certificate
Principal
Balance
of each
Maturing
Class
had been
reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c)
the total amount of the reductions in the Prepayment
Distribution
Percentages of the
Maturing
Class or Classes
pursuant to clause (a) of this
sentence,
expressed as an
aggregate percentage,
shall be allocated among the Non-Maturing Classes in proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction
so allocated to any
Non-Maturing
Class,
the "Adjustment
Percentage");
and (d) for
purposes of such
Distribution
Date, the Prepayment
Distribution
Percentage of each
Non-Maturing
Class
shall
be
equal
to the sum of (1) the
Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the
provisions in paragraph (ii)
above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Record
Date:
With
respect
to
each
Distribution
Date
and
(a)
each
Class
of
Certificates,
other than the LIBOR Certificates, the close of business on the
last Business
Day of the month preceding the month in which the related
Distribution
Date occurs and (b)
the LIBOR
Certificates,
the business day immediately prior to such
Distribution
Date, as
long as the certificates are DTC registered certificates.
REMIC I: The
segregated
pool of assets
related to this
Series
(except as provided
below),
with respect to which a REMIC
election is to be made
pursuant to this
Agreement,
consisting of:
(i)
the
Mortgage
Loans and the
related
Mortgage
Files and
collateral
securing
such
Mortgage Loans,
(ii)
all
payments
on and
collections
in
respect
of the
Mortgage
Loans due after the
Cut-off
Date (other than Monthly
Payments
due in the month of the Cut-off
Date) as
shall be on
deposit
in the
Custodial
Account
or in the
Certificate
Account
and
identified
as belonging to the Trust Fund,
but not
including
amounts on deposit in
the Initial Monthly Payment Fund and not including any Prepayment
Charges,
(iii) property
that secured a Mortgage
Loan and that has been
acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any, and
(v)
all proceeds of clauses (i) through (iv) above.
Notwithstanding
the
foregoing,
the
REMIC
election
with
respect
to
REMIC
I
specifically
excludes the Initial
Monthly
Payment Fund, the Yield
Maintenance
Agreement
Reserve Fund, the Class P Reserve Account and the Carryover
Shortfall Reserve Fund.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Distribution
Amount:
For any Distribution
Date, the Available
Distribution
Amount shall be distributed to the
Uncertificated
REMIC I Regular
Interests and the Class
R-I Certificates in the following amounts and priority:
(a) first,
to the
Uncertificated
REMIC I Regular
Interests
pro rata, in an amount
equal to (x) their Uncertificated
Accrued Interest for such Distribution Date, plus (y) any
amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(b)
an amount equal to the remainder of the Available
Distribution Amount after the
distributions
made pursuant to clause (a) above,
allocated as follows
(except as provided
below):
(i)
in respect
of REMIC I Regular
Interests
LT2,
LT3 and LT4,
their
respective
Principal Distribution Amounts;
(ii)
in
respect
of
REMIC
I
Regular
Interest
LT1
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(iii) in respect of REMIC I Regular
Interests
LT2,
LT3 and LT4, any
remainder
pro
rata according to their respective
Uncertificated Principal Balances as reduced
by the distributions
deemed made pursuant to (i) above,
until their respective
Uncertificated Principal Balances are reduced to zero;
(iv)
first, any remainder to the
Uncertificated
REMIC I Regular
Interests pro rata
according to the amount of unreimbursed
Realized Losses
allocable to principal
previously allocated to each such Uncertificated
REMIC I Regular Interest,
the
aggregate
amount of any
distributions
to the Certificates as reimbursement of
such Realized
Losses on such
Distribution
Date
pursuant to Section
4.02(e);
provided,
however,
that any amounts
distributed
pursuant
to this
paragraph
(b)(iv) shall not cause a reduction in the Uncertificated
Principal Balances of
any of the Uncertificated REMIC I Regular Interests; and
(v)
second, any remaining amounts to the Class R-I Certificates.
REMIC I Realized Losses:
For any Distribution
Date,
Realized Losses on the Mortgage
Loans shall be allocated to the
Uncertificated
REMIC I Regular
Interests as follows:
(1)
the
interest
portion
of such
Realized
Losses,
if any,
shall be
allocated
among
the
Uncertificated
REMIC I Regular
Interests
pro rata
according
to the
amount of
interest
accrued but unpaid
thereon,
in reduction
thereof.
Any interest
portion of such Realized
Losses in
excess of the
amount
allocated
pursuant
to the
preceding
sentence
shall be
treated as a principal
portion of Realized Losses not attributable to any specific
Mortgage
Loan and allocated pursuant to the succeeding
sentences.
The principal portion of Realized
Losses on the
Mortgage
Loans
shall be
allocated
to the
Uncertificated
REMIC I Regular
Interests as follows:
(1) the principal portion of such Realized Losses shall be
allocated,
first, to REMIC I Regular
Interests LT2, LT3 and LT4 pro rata according to their respective
REMIC
I
Principal
Reduction
Amounts
to
the
extent
thereof
in
reduction
of
the
Uncertificated
Principal
Balance
thereof
and,
second,
the
remainder,
if any, of such
principal
portion of such
Realized
Losses shall be allocated to REMIC I Regular
Interest
LT1 in reduction of the Uncertificated Principal Balance thereof.
REMIC I Principal
Reduction Amounts:
For any Distribution Date, the amounts by which
the Uncertificated
Principal Balances of the Uncertificated
REMIC I Regular Interests will
be
reduced
on
such
Distribution
Date
by the
allocation
of
Realized
Losses
and the
distribution of principal, determined as follows:
For purposes of the succeeding
formulas the following symbols shall have the meanings
set forth below:
Y1 =
the principal
balance of the REMIC I Regular
Interest LT1 after
distributions
on the prior Distribution Date.
Y2 =
the principal
balance of the REMIC I Regular
Interest LT2 after
distributions
on the prior Distribution Date.
Y3 =
the principal
balance of the REMIC I Regular
Interest LT3 after
distributions
on the prior Distribution Date.
Y4 =
the principal
balance of the REMIC I Regular
Interest LT4 after
distributions
on the prior Distribution Date (note:
Y3 = Y4).
ΔY1 = the REMIC I Regular Interest LT1 Principal Reduction
Amount.
ΔY2 = the REMIC I Regular Interest LT2 Principal Reduction
Amount.
ΔY3 = the REMIC I Regular Interest LT3 Principal Reduction
Amount.
ΔY4 = the REMIC I Regular Interest LT4 Principal Reduction
Amount.
P0 =
the aggregate principal balance of the Uncertificated
REMIC I Regular Interests
after distributions and the allocation of Realized Losses on the
prior Distribution Date.
P1 =
the aggregate principal balance of the Uncertificated
REMIC I Regular Interests
after
distributions
and the allocation of Realized Losses to be made on such
Distribution
Date.
ΔP =
P0 - P1 = the
aggregate of the REMIC I Regular
Interests
Principal
Reduction
Amounts.
=
the
aggregate
of
the
principal
portions
of
Realized
Losses
to
be
allocated to, and the principal
distributions to be made on, the
Certificates
(other than
the Class R Certificates and the Class P Certificates) on such
Distribution Date (including
distributes
of
accrued
and
unpaid
interest
on
the
Class
X
Certificates
for
prior
Distributions Dates).
R0 =
the Net WAC Rate
(stated
as a monthly
rate)
after
giving
effect to amounts
distributed and Realized Losses allocated on the prior Distribution
Date.
R1 =
the Net WAC Rate (stated as a monthly
rate) after
giving
effect to amounts to
be distributed and Realized Losses to be allocated on such
Distribution Date.
α =
(Y2 + Y3)/P0.
The initial
value of α on the Closing
Date for use on the first
Distribution Date shall be 0.0001.
γ0 =
the lesser of (A) the sum of (x) the sum for all Classes of
Certificates,
other
than the
Class X
Certificates,
Class R
Certificates
and
Class P
Certificates,
of the
product for each Class of (i) the monthly
interest rate (as limited by the Net WAC Rate, if
applicable)
for such Class
applicable for
distributions
to be made on such
Distribution
Date
and
(ii)
the
aggregate
Certificate
Principal
Balance
for
such
Class
after
distributions
and the allocation of Realized Losses on the prior
Distribution Date and (y)
the aggregate related Carryover Shortfall Amounts for such
Distribution Date and (B) R0*P0.
γ1
= the lesser of (A) the sum of (x) the sum for all Classes of
Certificates,
other
than the
Class X
Certificates,
Class R
Certificates
and
Class P
Certificates,
of the
product for each Class of (i) the monthly
interest rate (as limited by the Net WAC Rate, if
applicable) for such Class
applicable for
distributions
to be made on the next succeeding
Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after
distributions
and the allocation of Realized
Losses to be made on such
Distribution
Date
and
(y)
the
aggregate
related
Carryover
Shortfall
Amounts
for
the
next
succeeding
Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP
- ΔY2 -
ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 -
γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non negative
numbers.
Otherwise:
(1)
If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 -
γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)
If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0
γ0R1P1}/{2R1R0P1
γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC I Regular
Interest LT1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I
Principal
Reduction
Amount for REMIC I Regular
Interest
LT1 for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular Interest LT1 on such Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
REMIC I Regular
Interest LT2
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I
Principal
Reduction
Amount for REMIC I Regular
Interest
LT2 for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular Interest LT2 on such Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
REMIC I Regular
Interest LT3 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I
Principal
Reduction
Amount for REMIC I Regular
Interest
LT3 for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular Interest LT3 on such Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
REMIC I Regular
Interest LT4
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC I
Principal
Reduction
Amount for REMIC I Regular
Interest
LT4 for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular Interest LT4 on such Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
REMIC II: The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I
Regular Interests
conveyed in trust to the Trustee pursuant to Section 2.06 for the
benefit
of the holders of the Class A-1,
Class A-2, Class A-3, Class A-4, Class X, Class M-1, Class
M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7, Class M-8, Class M-9, Class
B-1, Class B-2 and Class B-3 Certificates and the Class R-II
Certificates,
with respect to
which a separate
REMIC
election is to be made. The REMIC election with respect to REMIC II
specifically
excludes the Initial
Monthly
Payment Fund, the Yield
Maintenance
Agreement
Reserve Fund, the Class P Reserve Account and the Carryover
Shortfall Reserve Fund.
REMIC II
Certificates:
Any of the Class A-1,
Class A-2, Class A-3, Class A-4, Class
X, Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class B-1, Class B-2 and Class B-3 Certificates and the
Class R-II Certificates.
REMIC II Regular
Interests:
The Class A-1, Class A-2, Class A-3, Class A-4, Class X,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8,
Class M-9, Class B-1, Class B-2 and Class B-3 Certificates.
Senior
Accelerated
Distribution
Percentage:
With respect to any Distribution
Date
occurring
on
or
prior
to
the
120th
Distribution
Date,
100%.
With
respect
to
any
Distribution Date thereafter, as follows:
(i)
for any
Distribution
Date after the 120th
Distribution
Date but on or prior to the
132nd
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 70% of the related Subordinate Percentage for such
Distribution Date;
(ii)
for any
Distribution
Date after the 132nd
Distribution
Date but on or prior to the
144th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 60% of the related Subordinate Percentage for such
Distribution Date;
(iii) for any
Distribution
Date after the 144th
Distribution
Date but on or prior to the
156th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 40% of the related Subordinate Percentage for such
Distribution Date;
(iv)
for any
Distribution
Date after the 156th
Distribution
Date but on or prior to the
168th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(v)
for
any
Distribution
Date
thereafter,
the
related
Senior
Percentage
for
such
Distribution Date.
Any scheduled reduction,
as described in the preceding
paragraph,
shall not be made
as of any Distribution Date unless:
(a)
the
outstanding
principal
balance of the Mortgage Loans
delinquent 60 days or more
(including
Mortgage
Loans which are in
foreclosure,
have been
foreclosed or
otherwise
liquidated,
or with respect to which the
Mortgagor is in bankruptcy
and any REO Property)
averaged over the last six months, as a percentage of the
aggregate
outstanding
Certificate
Principal
Balance
of
the
Subordinate
Certificates, is less than 50% and
(b)
Realized
Losses
on the
Mortgage
Loans
to date
for
such
Distribution
Date,
if
occurring
during the eleventh,
twelfth,
thirteenth,
fourteenth and fifteenth
year, or any year
thereafter,
after the Closing Date,
are less than 30%, 35%,
40%, 45% or 50%,
respectively,
of the sum of the Initial Certificate Principal
Balances of the Subordinate Certificates.
Notwithstanding
the foregoing,
if (a) the
Subordinate
Percentage is equal to or in
excess of twice the initial Subordinate
Percentage,
(b) 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,
does not exceed 50% and (c)(i)
prior to the
Distribution
Date in September
2008,
cumulative
Realized Losses on the Mortgage Loans 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 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
September
2008,
the
Senior
Accelerated
Distribution
Percentage
for such
Distribution
Date will
equal
the
Senior
Percentage
for that
Distribution
Date
plus 50% of the
Subordinate
Percentage
for such
Distribution
Date, and (B) on any Distribution
Date on or after the
Distribution
Date in
September 2008, the Senior
Accelerated
Distribution
Percentage for that Distribution Date
will equal the Senior Percentage for that Distribution Date.
Notwithstanding
the
foregoing,
on
any
Distribution
Date
on
whic
