EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QA12
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
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<C>
ARTICLE I
DEFINITIONS.......................................................................4
Section 1.01
Definitions............................................................4
Section 1.02 Use of Words and
Phrases..............................................30
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES.................31
Section 2.01 Conveyance of Mortgage
Loans..........................................31
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)......32
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and
the Company.
......................................................................32
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04 of
the Standard Terms)
...............................................................36
Section 2.05 Execution and Authentication of Certificates/Issuance
of Certificates Evidencing
Interests in REMIC I
Certificates................................36
Section 2.06
Conveyance of
Uncertificated REMIC I
Regular Interests;
Acceptance by the Trustee.
........................................................36
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC
II..............36
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of
the
Standard Terms).
..................................................................36
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS.................................37
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS..................................................38
Section 4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)........38
Section 4.02
Distributions.........................................................38
Section 4.03 Statements to Certificateholders; Statements to the
Rating Agencies; Exchange Act
Reporting. (See Section 4.03 of the Standard
Terms)..............46
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)...............46
Section 4.05 Allocation of Realized
Losses.........................................46
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section
4.06
of the Standard
Terms)...........................................47
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of
the Standard
Terms)...........................................................47
Section 4.08 Surety Bond. (See Section 4.08 of the Standard
Terms).................47
ARTICLE V THE
CERTIFICATES.................................................................48
Section 5.01 The
Certificates......................................................48
Section 5.02 Registration of Transfer and Exchange of
Certificates.................49
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates.....................49
Section 5.04 Persons Deemed
Owners.................................................49
Section 5.05 Appointment of Paying
Agent...........................................49
Section 5.06 U.S.A Patriot Act
Compliance..........................................49
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER.............................................50
ARTICLE VII DEFAULT 51
ARTICLE VIII CONCERNING THE
TRUSTEE........................................................53
ARTICLE IX
TERMINATION.....................................................................54
ARTICLE X REMIC
PROVISIONS.................................................................54
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms).....54
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See
Section
10.02 of the Standard
Terms).....................................54
Section 10.03 Designation of
REMICs................................................54
Section 10.04 Distributions on the Uncertificated REMIC I Regular
Interests........54
Section 10.05 Compliance with Withholding
Requirements.............................54
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................................55
Section 11.01 Amendment. (See Section 11.01 of the Standard
Terms)................55
Section 11.02 Recordation of Agreement; Counterparts. (See Section 11.02 of the
Standard
Terms)...........................................................55
Section 11.03 Limitation on Rights of Certificateholders.
(See Section 11.03 of
the Standard
Terms)...........................................................55
Section 11.04 Governing Law. (See Section 11.04 of the Standard
Terms)............55
Section 11.05
Notices..............................................................55
Section 11.06 Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of
the
Standard
Terms)..................................................56
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)56
Section 11.08 Supplemental Provisions for Resecuritization.
(See Section 11.08 of
the Standard
Terms)...........................................................56
Section 11.09 Allocation of Voting
Rights..........................................56
Section 11.10 No
Petition..........................................................56
</TABLE>
<PAGE>
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
APPENDIX
Appendix I
CALCULATION OF REMIC I Y PRINCIPAL REDUCTION AMOUNTS
<PAGE>
This is a Series
Supplement, dated as
of November 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), 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
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.
<PAGE>
<TABLE>
<CAPTION>
Designation
Uncertificated
Initial
Latest
REMIC I
Uncertificated Possible
Maturity((1))
Pass-Through Principal
Balance
Rate
<S>
<C>
<C>
<C> <C>
REMIC I Regular Interest Y-I Variable((2) )
$25,857.99 December 25,
2035
REMIC I Regular Interest
Variable(2)
$39,160.96 December 25,
2035
Y-II
REMIC I Regular Interest
Variable(2)
$21,599.02 December 25,
2035
Y-III
REMIC I Regular Interest
Variable(2)
$33,428.25 December 25,
2035
Y-IV
REMIC I Regular Interest Y-V Variable(2)
$22,561.46 December 25,
2035
REMIC I Regular Interest Z-I Variable(2)
$51,690,120.63 December 25,
2035
REMIC I Regular Interest
Variable(2)
$78,282,763.21 December 25,
2035
Z-II
REMIC I Regular Interest
Variable(2)
$43,181,276.30 December 25,
2035
Z-III
REMIC I Regular Interest
Variable(2)
$66,830,550.06 December 25,
2035
Z-IV
REMIC I Regular Interest
Variable(2)
$45,105,405.74 December 25,
2035
Z-V
</TABLE>
____________
((1)) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date in the month 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.
<PAGE>
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 CB-I
Certificates, Class NB-II Certificates,
Class CB-III
Certificates, Class NB-IV
Certificates, Class NB-V 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 Certificates will represent ownership of the sole class of
"residual interests" in REMIC I and 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.
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
CERTIFICATE
DESIGNATION PASS-THROUGH PRINCIPAL
FEATURES(1) MATURITY
S&P/
MINIMUM
RATE
BALANCE
DATE(2)
MOODY'S
DENOMINATIONS(3)
<S>
<C>
<C> <C>
<C>
Class CB-I Variable
$72,839,000.00
Senior/Variable
December 25, 2035 AAA/Aaa $25,000.00
Rate(4)
Rate
Class NB-II Variable
$48,095,000.00
Senior/ December
25, 2035 AAA/Aaa
$25,000.00
Rate(4)
Variable Rate
Class CB-III Variable $62,183,000.00 Senior/Variable December 25, 2035
AAA/Aaa
$25,000.00
Rate(4)
Rate
Class NB-IV Variable
$40,178,000.00
Senior/Variable
December 25, 2035 AAA/Aaa $25,000.00
Rate(4)
Rate
Class NB-V Variable
41,969,000.00
Senior/Variable
December 25, 2035 AAA/Aaa $25,000.00
Rate(4)
Rate
Class R
Variable
$100.00
Senior/Residual/December 25, 2035 AAA/Aaa (5)
Rate(4)
Variable Rate
Class M-1
Variable
$8,131,000.00
Mezzanine/ December 25,
2035 AA/Aa2
$25,000.00
Rate(6)
Variable Rate
Class M-2
Variable
$4,135,000.00
Mezzanine/ December 25,
2035
A/A2
$250,000.00
Rate(6)
Variable Rate
Class M-3
Variable
$2,281,000.00
Mezzanine/ December 25,
2035 BBB/Baa2
$250,000.00
Rate(6)
Variable Rate
Class B-1
Variable
$2,424,000.00
Subordinate/ December 25, 2035
BB/NA
$250,000.00
Rate(6)
Variable Rate
Class B-2
Variable
$1,854,000.00
Subordinate/ December 25, 2035
B/NA
$250,000.00
Rate(6)
Variable Rate
Class B-3
Variable
$1,143,623.62
Subordinate/ December 25, 2035
NA/NA
$250,000.00
Rate(6)
Variable Rate
</TABLE>
______________
(1) The Certificates, other than the Class R Certificates, shall be
Book-Entry Certificates. The Class R Certificates shall be
delivered to
the holders thereof in physical form.
(2) Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date in the month 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
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-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 CB-I,
Class NB-II,
Class CB-III,
Class NB-IV, Class
NB-V and Class R
Certificates will be
equal to the
Net WAC Rates on the
Mortgage Loans in the
related Loan Group. The
initial Pass-Through Rate for the Class CB-I, Class NB-II, Class
CB-III,
Class NB-IV,
Class NB-V and Class R Certificates will be equal to
approximately 5.806%,
5.761%, 5.894%, 5.883%, 6.025% and 5.806% per
annum, respectively.
(5) 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
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%.
(6) 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,
Group
IV, and Group V Loans, weighted in proportion to the related
Subordinate
Amount. The initial
Pass-Through
Rate on 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 5.865%.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $285,232,723.62.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree
as follows:
<PAGE>
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.
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(g)
over (ii) any amount allocated to the
Available Distribution Amount of any other
Loan Group pursuant to Section 4.02(g).
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)
$150,000 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.
Calendar Quarter:
A Calendar Quarter shall consist of one of the
following time periods in any given year:
January 1 through
March 31, April 1
through June 30, July 1 through September
30, and October 1 through December 31.
Certificate: Any
Class CB, Class NB, Class M, Class B or Class R
Certificate.
Certificate Account:
The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Deutsche Bank Trust Company
Americas, as trustee, in trust for the
registered holders of Residential
Accredit Loans, Inc.,
Mortgage Asset-Backed
Pass-Through Certificates, Series 2005-QA12" and which must be an Eligible
Account.
Certificate Group:
With respect to (i) Loan Group I, the Class CB-I
Certificates and Class R Certificates, (ii) Loan Group II, the Class NB-II
Certificates, (iii) Loan Group III, the Class CB-III Certificates, (iv) Loan
Group IV, the Class NB-IV Certificates and (v) Loan Group V, the Class NB-V
Certificates.
Certificate Policy:
None.
Class CB Certificate:
Any one of the Class
CB-I Certificates or
Class
CB-III Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the
form annexed to the Standard Terms as
Exhibit A.
Class NB Certificate:
Any one of the Class NB-II, Class NB-IV or Class
NB-V Certificates, executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed
to the Standard Terms as Exhibit A.
Class R Certificate: Any one of 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 D and evidencing (i) an interest
designated as a "residual interest" in REMIC I for purposes of the REMIC
Provisions (component 1) and (ii) an interest designated as a "residual
interest" in REMIC II for purposes of the
REMIC Provisions (component 2).
Closing Date: November
29, 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-QA12.
Cut-off Date: November
1, 2005.
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.
Group I Certificates: The Class CB-I Certificates, and 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,
each such Certificate (other than the Class R Certificates) evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and representing an
undivided interest in Loan Group I.
Group I Loans: The Mortgage Loans designated as Group I Loans in
Exhibit
One.
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)(U) 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 Amount: 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 Certificates:
The Class NB-II 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
evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and representing an
undivided interest in Loan Group II.
Group II Loans:
The Mortgage Loans designated as Group II Loans in
Exhibit One.
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)(V) 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 Amount: 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 Certificates: The Class CB-III 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
evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and representing an
undivided interest in Loan Group III.
Group III Loans: The
Mortgage Loans
designated
as Group III Loans
in
Exhibit One.
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)(W) 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
Amount: 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 Certificates:
The Class NB-IV 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
evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and representing an
undivided interest in Loan Group IV.
Group IV Loans:
The Mortgage Loans designated as Group IV Loans in
Exhibit One.
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)(X) 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 Amount: 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.
Group V Certificates:
The Class NB-V 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
evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and representing an
undivided interest in Loan Group V.
Group V Loans: The Mortgage Loans designated as Group V Loans in
Exhibit
One.
Group V 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 V 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 V immediately
prior to such Distribution Date.
Group V Senior
Principal Distribution
Amount: As to any Distribution
Date, the lesser of (a) the balance of the
Available Distribution Amount related
to Loan Group V 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 V Certificateholders on such Distribution Date
pursuant
to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group V Subordinate Amount: On any date of determination,
the excess of
the aggregate Stated Principal Balance of
the Group V Loans as of such date over
the aggregate Certificate Principal Balance of the Group V
Certificates then
outstanding.
Initial Monthly
Payment Fund: $0 representing scheduled principal
amortization and interest at the Net Mortgage
Rate payable during
the December
2005 Due Period, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment.
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:
2.85%
Class B-1: 0.85%
Class M-2:
1.45%
Class B-2: 0.65%
Class M-3:
0.80%
Class B-3: 0.40%
Interest Accrual
Period: With respect
to any Class of Certificates and
any Distribution Date, the calendar month preceding the month in which
such
Distribution Date occurs.
Loan Group: Loan Group
I, Loan Group II, Loan Group III, Loan Group IV
or Loan Group V.
Loan Group I: The
group of Mortgage Loans comprised of the Group I
Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II
Loans.
Loan Group III: The group of Mortgage Loans comprised of the Group III
Loans.
Loan Group IV: The group of Mortgage Loans comprised of the Group IV
Loans.
Loan Group V: The
group of Mortgage Loans comprised of the Group V
Loans.
Maturity Date:
December 25, 2035, 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 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 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, Group IV Loan or Group V
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
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.
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 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 CB-I and Class R
Certificates, the Net WAC Rate of the Group I
Loans. With respect to
the Class
NB-II Certificates, the Net WAC Rate of the Group II
Loans. With respect to the
Class CB-III Certificates, the Net WAC Rate
of the Group III Loans. With respect
to the Class NB-IV Certificates, the Net WAC Rate of the Group IV
Loans. With
respect to the Class NB-V Certificates, the Net WAC Rate of the Group V
Loans.With respect to the Class M
Certificates and Class
B Certificates,
the
weighted average of the Net WAC Rates for the Group
I, Group II,
Group III,
Group IV Loans and Group V Loans, weighted on the basis of the related
Subordinate Amount. 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 5.865% per annum. For federal
income tax purposes,
the foregoing rate for the Class M Certificates and Class B Certificates is
expressed as the weighted average of the
rates on the REMIC I Regular Interests
Y-I, Y-II, Y-III, Y-IV and Y-V.
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.
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
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 December
2012
(unless the
Certificate Principal
Balances of the
related 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
each Class of
Certificates, the close of business on the last Business Day of the month
preceding the month in which the related
Distribution Date occurs.
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:
(iv) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(v) 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,
(vi) 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,
(vii) the hazard insurance
policies and Primary
Insurance Policies,
if any,
and
(viii) 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
Certificates
(component 1 of
which
represents the sole class of residual
interests in REMIC I).
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 Certificates in
the following amounts and priority:
(a) To the extent of the Available Distribution Amount for Loan
Group I:
(i) first, to REMIC I
Regular Interests Y-I
and REMIC I Regular
Interests Z-I and the
Class R Certificates
(in respect of
component 1
thereof),
concurrently, the
Uncertificated
Accrued Interest for
such
Regular Interests
and the accrued interest for such Certificates
remaining unpaid from previous Distribution Dates, pro rata
according to
their respective shares of such unpaid amounts;
(ii) second,
to the REMIC I Regular
Interests Y-I and REMIC I
Regular Interests
Z-I and the
Class R Certificates (in respect of
component 1 thereof),
concurrently, the Uncertificated Accrued Interest
or accrued interest,
as applicable, for such Classes for the
current
Distribution Date, pro rata according to their respective
Uncertificated
Accrued Interest; and
(iii) third,
to the REMIC I Regular Interests Y-I, REMIC I
Regular Interests
Z-I and the
Class R Certificates (in respect of
component 1 thereof), the REMIC I Y-I Principal Distribution
Amount, the
REMIC I Z-I Principal
Distribution
Amount and the Class R
Certificate
principal distribution amount, respectively.
(b) To the extent of the Available Distribution Amount for Loan Group
II:
(i) first, to the REMIC I Regular Interests Y-II and REMIC I
Regular Interests
Z-II, concurrently, the Uncertificated Accrued
Interest for such Classes remaining unpaid from previous Distribution
Dates, pro rata
according to their respective shares of such unpaid
amounts;
(ii) second, to the
REMIC I Regular
Interests Y-II and
REMIC I
Regular Interests
Z-II, concurrently, the Uncertificated Accrued
Interest for such Classes for the current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
and
(iii) third, to the
REMIC I Regular
Interests Y-II and
REMIC I
Regular Interests Z-II, the REMIC I Y-II Principal Distribution Amount
and the REMIC I Z-II Principal Distribution Amount,
respectively.
(c) To the extent of the Available Distribution Amount for Loan Group
III:
(i) first, to REMIC I Regular Interests Y-III and REMIC I
Regular
Interests Z-III,
concurrently, the
Uncertificated Accrued Interest for
such Regular
Interests remaining unpaid from previous Distribution
Dates, pro rata
according to their respective shares of such unpaid
amounts;
(ii) second, to the
REMIC I Regular
Interests Y-III and REMIC I
Regular Interests
Z-III, concurrently, the Uncertificated Accrued
Interest for such Classes for the current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
and
(iii) third, to the
REMIC I Regular
Interests Y-III and REMIC I
Regular Interests Z-III, the REMIC I Y-III Principal Distribution
Amount
and the REMIC I Z-III Principal Distribution Amount,
respectively.
(d) To the extent of the Available Distribution Amount for Loan Group
IV:
(i) first, to REMIC I Regular Interests Y-IV and REMIC I
Regular
Interests Z-IV,
concurrently, the
Uncertificated Accrued
Interest for
such Regular
Interests remaining unpaid from previous Distribution
Dates, pro rata
according to their respective shares of such unpaid
amounts;
(ii) second, to the
REMIC I Regular
Interests Y-IV and
REMIC I
Regular Interests
Z-IV, concurrently, the Uncertificated Accrued
Interest for such Classes for the current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
and
(iii) third,
to the REMIC I Y-IV and REMIC I Z-IV Regular
Interests, the REMIC I
Y-IV Principal Distribution Amount and the REMIC
I Z-IV Principal Distribution Amount, respectively.
(e) To the extent of the Available Distribution Amounts for Loan Group
I, Loan Group II, Loan Group III and Loan Group IV
for such Distribution
Date
remaining after payment of the amounts
pursuant to paragraphs (a) through (d) of
this definition of "REMIC I Distribution
Amount":
(i) first,
to each Class of REMIC I Y and REMIC I Z Regular
Interests, pro rata
according to the
amount of unreimbursed
Realized
Losses allocable to principal previously allocated to each such
Regular
Interest, the
aggregate amount of any distributions to the Certificates
as reimbursement
of such Realized Losses on such Distribution Date
pursuant to
Section 4.02(e); provided, however, that any amounts
distributed pursuant
to this paragraph
(e)(i) of this
definition
of
"REMIC I Distribution Amount" shall not cause a reduction in the
Uncertificated
Principal Balances of any of the REMIC I Y and REMIC I Z
Regular Interests; and
(ii) second, to the Class R Certificates, any remaining amount.
REMIC I Realized
Losses: Realized
Losses on each Loan
Group shall be
allocated to the Uncertificated REMIC I Regular Interests as
follows: (1) the
interest portion of Realized Losses on
Group I Loans, if any, shall be allocated
among the REMIC I Regular Interests Y-I and REMIC I Regular
Interests Z-I pro
rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof; (2) the interest portion of Realized Losses on Group II
Loans, if any, shall be allocated
among the REMIC I
Regular Interests Y-II
and
REMIC I Regular Interests Z-II pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof; (3) the interest portion of
Realized Losses on Group III Loans, if any,
shall be allocated among the REMIC I
Regular Interests Y-III and REMIC I
Regular Interests
Z-III pro rata according
to the amount of interest accrued but
unpaid thereon, in reduction thereof; and
(4) the interest portion of Realized Losses on
Group IV Loans, if any, shall be
allocated among the REMIC I Regular
Interests Y-IV and REMIC I Regular Interests
Z-IV 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 in such Loan Group and allocated
pursuant to the succeeding sentences. The
principal portion of Realized Losses with respect to each Loan Group shall
be
allocated to the Uncertificated REMIC I Regular Interests as
follows: (1) the
principal portion of Realized Losses on
Group I Loans shall be allocated, first,
to the REMIC I Regular Interests Y-I to the extent of the
REMIC I Y-I Principal
Reduction Amount in reduction of the
Uncertificated
Principal Balance of such
Uncertificated REMIC I Regular Interests
and, second, the remainder, if any, of
such principal portion of such Realized
Losses shall be allocated to the REMIC I
Regular Interests Z-I in reduction of the Uncertificated Principal Balance
thereof; (2) the principal portion of
Realized Losses on Group II Loans shall be
allocated, first, to the REMIC I Regular
Interests Y-II to the extent of the
REMIC I Y-II Principal Reduction Amount in reduction of the Uncertificated
Principal Balance of such Uncertificated
REMIC I Regular
Interests and, second,
the remainder, if any, of such principal
portion of such
Realized Losses shall
be allocated to the REMIC I Regular Interests Z-II in reduction of the
Uncertificated Principal Balance thereof; (3) the
principal portion of Realized
Losses on Group III Loans shall be allocated, first, to the REMIC I Regular
Interests Y-III to the extent of the REMIC
I Y-III Principal Reduction Amount in
reduction of the Uncertificated Principal
Balance of such Uncertificated REMIC I
Regular Interests and, second, the
remainder, if any, of
such principal portion
of such Realized Losses shall be allocated to the REMIC I Regular
Interests
Z-III in reduction of the Uncertificated
Principal Balance
thereof; and (4) the
principal portion of Realized Losses on Group IV Loans
shall be allocated,
first, to the REMIC I Regular
Interests Y-IV to the
extent of the REMIC I Y-IV
Principal Reduction Amount in reduction of
the Uncertificated
Principal Balance
of such Uncertificated REMIC I Regular
Interests and, second, the remainder, if
any, of such principal portion of such
Realized Losses shall be allocated to the
REMIC I Regular Interests Z-IV in reduction of the Uncertificated Principal
Balance thereof.
REMIC I Regular Interest Y-I: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Y-II:
A regular interest in REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Y-III: A
regular interest in
REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Y-IV:
A regular interest in REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular Interest Z-I: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Z-II:
A regular interest in REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Z-III: A
regular interest in
REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Regular
Interest Z-IV:
A regular interest in REMIC I that is
held as an asset of REMIC II, that has an
initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the
related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are
described herein.
REMIC I Y Principal
Reduction Amounts:
For any Distribution
Date, the
amounts by which the Uncertificated
Principal Balances of
the REMIC I Y Regular
Interests will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal, determined as described in
Appendix I.
REMIC I Y-I Principal
Distribution Amount:
For any Distribution
Date,
the excess, if any, of the REMIC I Y-I Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Y-I on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Y-I Principal Reduction Amount: The REMIC I Y Principal
Reduction Amount for the REMIC I Regular
Interests Y-I as determined pursuant to
the provisions of Appendix I.
REMIC I Y-II Principal
Distribution Amount:
For any Distribution Date,
the excess, if any, of the REMIC I Y-II Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Y-II on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Y-II
Principal Reduction Amount: The REMIC I Y Principal
Reduction Amount for the REMIC I Regular
Interests Y-II as
determined
pursuant
to the provisions of Appendix I.
REMIC I Y-III Principal Distribution Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Y-III
Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Y-III on such Distribution Date in reduction of
the principal balance
thereof.
REMIC I Y-III
Principal Reduction Amount: The REMIC I Y Principal
Reduction Amount for the REMIC I Regular
Interests Y-III as determined pursuant
to the provisions of Appendix I.
REMIC I Y-IV Principal
Distribution Amount:
For any Distribution Date,
the excess, if any, of the REMIC I Y-IV Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Y-IV on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Y-IV
Principal Reduction Amount: The REMIC I Y Principal
Reduction Amount for the REMIC I Regular
Interests Y-IV as
determined
pursuant
to the provisions of Appendix I.
REMIC I Y Regular
Interests: The REMIC I
Regular Interests Y-I,
Y-II,
Y-III and Y-IV.
REMIC I Z Principal
Reduction Amounts:
For any Distribution
Date, the
amounts by which the Uncertificated
Principal Balances of
the REMIC I Z Regular
Interests will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal,
which shall be in each
case
the excess of (A) the sum of (x) the excess
of the Available Distribution Amount
for the related Loan Group (i.e. the "related Loan Group" for the REMIC I
Regular Interests Z-I is the Group I Loans,
the "related
Loan Group" for
the
REMIC I Regular Interests Z-II is the Group II
Loans, the "related
Loan Group"
for the REMIC I Regular Interests Z-III
Regular Interest is the Group III Loans,
the "related Loan Group" for the REMIC I
Regular Interests Z-IV Regular Interest
is the Group IV Loans) over the sum of the
amounts thereof
distributable (i) in
respect of interest on such REMIC I Z
Regular Interest and the related REMIC I Y
Regular Interest, (ii) to such REMIC I Z Regular
Interest and the related REMIC
I Y Regular Interest pursuant to clause (e)(ii) of the definition of
"REMIC I
Distribution Amount" and (iii) in the case of
the Group I Loans, to the Class R
Certificates and (y) the amount of Realized
Losses allocable to principal for
the related Loan Group over (B) the REMIC I
Y Principal Reduction Amount for the
related Loan Group.
REMIC I Z-I Principal
Distribution Amount:
For any Distribution
Date,
the excess, if any, of the REMIC I Z-I Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Z-I on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Z-I Principal Reduction Amount: The REMIC I Z Principal
Reduction Amount for the REMIC I Regular
Interests Z-I as determined pursuant to
the provisions of Appendix I.
REMIC I Z-II Principal
Distribution Amount:
For any Distribution Date,
the excess, if any, of the REMIC I Z-II Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Z-II on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Z-II
Principal Reduction Amount: The REMIC I Z Principal
Reduction Amount for the REMIC I Regular
Interests Z-II as
determined
pursuant
to the provisions of Appendix I.
REMIC I Z-III Principal Distribution Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Z-III
Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Z-III on such Distribution Date in reduction of
the principal balance
thereof.
REMIC I Z-III
Principal Reduction Amount: The REMIC I Z Principal
Reduction Amount for the REMIC I Regular
Interests Z-III as determined pursuant
to the provisions of Appendix I.
REMIC I Z-IV Principal
Distribution Amount:
For any Distribution Date,
the excess, if any, of the REMIC I Z-IV Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interests Z-IV on such Distribution Date in reduction of the principal
balance
thereof.
REMIC I Z-IV
Principal Reduction Amount: The REMIC I Z Principal
Reduction Amount for the REMIC I Regular
Interests Z-IV as
determined
pursuant
to the provisions of Appendix I.
REMIC I Z Regular
Interests: The REMIC I
Regular Interests Z-I,
Z-II,
Z-III and Z-IV.
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 CB-I, Class NB-II, Class
CB-III, Class NB-IV, Class NB-V, Class M-1, Class M-2, Class M-3, Class
B-1,
Class B-2, Class B-3 and Class R
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.
REMIC II Certificates: Any of the Class CB-I, Class NB-II, Class
CB-III,
Class NB-I, Class NB-V, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2,
Class B-3 and Class R Certificates (component 2 of which represents the sole
class of residual interests in REMIC
II).
REMIC II Regular
Interests: The Class
CB-I, Class NB-II, Class CB-III,
Class NB-IV, Class NB-V, Class M-1, Class M-2, Class M-3,
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
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 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 in
all
five Loan Groups
delinquent 60 days or more (including Mortgage
Loans which are in foreclosure, have been foreclosed or
otherwise
liquidated, or
with respect to which the Mortgagor is in
bankruptcy and any REO
Property) averaged over the last six
months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Subordinate Certificates, is less than
50% and
(b)
Realized Losses on the
Mortgage Loans in all five 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 five Loan Groups is equal to or in excess
of
twice the initial weighted average of the Subordinate
Percentages for all
five
Loan Groups, (b) the outstanding
principal balance of
the Mortgage Loans in all
five Loan Groups delinquent 60 days or more
(including Mortgage
Loans which are
in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to
which the Mortgagor is in bankruptcy
and any REO
Property) averaged over the
last six months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Subordinate Certificates, does not exceed 50% and
(c)(i) prior to the Distribution Date in December 2008, cumulative Realized
Losses on the Mortgage Loans in all five 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 five 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 December 2008,
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
December 2008, 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 Group I Senior
Percentage,
Group II Senior
Percentage,
Group III Senior Percentage, Group IV Senior Percentage and Group V 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, Group IV Senior Percentage and
Group V 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 CB, Class NB 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.
Senior Percentage:
The Group I Senior
Percentage with
respect to Loan
Group I, the Group II Senior Percentage
with respect to Loan Group II, the Group
III Senior Percentage with respect to Loan Group III, the Group IV Senior
Percentage with respect to Loan Group IV or
the Group V Senior
Percentage with
respect to Loan Group V.
Senior Principal
Distribution
Amount: The Group I Senior Principal
Distribution Amount with respect to Loan Group I, Group II Senior
Principal
Distribution Amount with respect to Loan Group
II, Group III Senior
Principal
Distribution Amount with respect to Loan Group
III, Group IV Senior
Principal
Distribution Amount with respect to Loan Group IV or Group
V Senior Principal
Distribution Amount with respect to Loan
Group V.
Special Hazard Amount:
As of any Distribution
Date, an amount equal to
$3,000,000 minus the sum of (i) the aggregate
amount of Special
Hazard Losses
allocated solely to one or more specific
Classes of
Certificates in accordance
with Section 4.05 of this Series
Supplement and (ii)
the Adjustment Amount
(as
defined below) as most recently calculated.
For each anniversary
of the Cut-off
Date, the Adjustment Amount shall be equal to the
amount, if any, by
which the
amount calculated in accordance
with the preceding
sentence (without giving
effect to the deduction of the Adjustment
Amount for such
anniversary)
exceeds
the greater of (A) the greater of (i) the product of the Special Hazard
Percentage for such anniversary
multiplied by the
outstanding principal balance
of all the Mortgage Loans on the
Distribution Date
immediately
preceding such
anniversary and (ii) twice the outstanding principal balance of the Mortgage
Loan with the largest outstanding
principal balance as
of the Distribution Date
immediately preceding such anniversary and (B) the greatest of (i) twice
the
outstanding principal balance of the Mortgage Loan in
the Trust Fund which has
the largest outstanding principal balance on the
Distribution Date immediately
preceding such anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on
the Distribution
Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately
preceding Distribution Date) of the
Mortgage Loans in any single five-digit California zip code area with the
largest amount of Mortgage Loans by aggregate principal balance as of such
anniversary.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which
coverage is reduced)
provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such
reduction shall not reduce the
rating assigned to any Class of
Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard
Percentage: As of each
anniversary of the Cut-off Date,
the greater of (i) 1.0% and (ii) the
largest percentage obtained by dividing the
aggregate outstanding principal balance (as of immediately preceding
Distribution Date) of the Mortgage Loans
secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans
as of the
immediately
preceding Distribution Date.
Subordinate Amount:
With respect to (i) Loan Group I, the Group I
Subordinate Amount, (ii) Loan Group II, the Group II
Subordinate Amount,
(iii)
Loan Group III, the Group III Subordinate Amount and (iv) Loan Group IV,
the
Group IV Subordinate Amount and (v) Loan Group V, the Group V Subordinate
Amount.
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)(ii), and the denominator of which is the sum of
the
principal distribution amounts for all
related Classes of Certificates, in each
case to the extent derived from the related Available Distribution Amount
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 REMIC I
Regular Interests Y-I, Y-II, Y-III and Y-IV, Z-I, Z-II, Z-III and Z-IV, 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 REMIC I
Regular Interests Y-I and Z-I, the Net WAC Rate of the
Group I Loans.
With
respect to REMIC I Regular Interests Y-II and Z-II, the Net WAC Rate of the
Group II Loans. With respect to REMIC I Regular
Interests Y-III and
Z-III, the
Net WAC Rate of the Group III Loans.
With respect to REMIC
I Regular
Interests
Y-IV and Z-IV, the Net WAC Rate of the
Group IV Loans.
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(h) on
such Distribution
Date).
Undercollateralized
Certificate Group:
With respect any
Distribution
Date, a Certificate Group for which the related Undercollateralized Amount
exceeds zero.
Underwriter: Citigroup
Global Markets Inc.
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.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.
(a) (See Section 2.01(a) of the Standard
Terms).
(b) (See Section 2.01(b) of the Standard
Terms).
(c) The Company may, in lieu of
delivering
the original of the
documents set
forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii),
(iv), (vii), (ix) and (x) (or copies
thereof as permitted by Section 2.01(b)) to
the Trustee or the Custodian or Custodians,
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 Section
2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such
Section) 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.
The parties hereto
agree that it is not intended that any Mortgage Loan
be included in the Trust Fund that is either (i) a
"High-Cost
Home Loan" as
defined in the New Jersey Home Ownership
Act effective November 27, 2003, (ii) a
"High-Cost Home Loan" as defined in the New
Mexico Home Loan Protection Act
effective January 1, 2004, (iii) a "High
Cost Home Mortgage Loan" as defined in
the Massachusetts Predatory Home Loan Practices Act
effective November 7,
2004
or (iv) a "High-Cost Home Loan" as defined
in the Indiana House Enrolled Act No.
1229, effective as of January 1, 2005.
(d) (See Section 2.01(d) of the Standard
Terms).
(e) (See Section 2.01(e) of the Standard
Terms).
(f) (See Section 2.01(f) of the Standard
Terms).
(g) (See Section 2.01(g) of the Standard
Terms).
(h) (See Section 2.01(h) of the Standard
Terms).
Section 2.02 Acceptance by Trustee.
(See Section 2.02 of
the Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer
and the Company.
(a) For representations, warranties and covenants of the
Master Servicer,
see
Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and
warrants to the Trustee for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise specified
below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal and interest
as of the Cut-off Date and no Mortgage Loan has
been so Delinquent
more than once in the
12-month period prior
to the
Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is
true
and correct in all
material respects
at the date or dates
respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing (subject to
interest only periods, if applicable), hybrid adjustable-rate
mortgage
loans with Monthly
Payments due, with respect to a majority of the
Mortgage Loans, on the
first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, except in the case
of one Mortgage Loan
representing
approximately 0.1% of
the aggregate
principal balance of the Mortgage Loans if a Mortgage Loan is
secured by
a Mortgaged Property with a Loan-to-Value Ratio at origination in
excess
of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy
that insures
(a) at least 35% of
the Stated Principal
Balance of the
Mortgage Loan at
origination
if the Loan-to-Value Ratio is between
100.00% and 95.01%,
(b) at least 30% of the Stated Principal Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, (c) at least 25% of such balance if the
Loan-to-Value
Ratio is between
90.00% and 85.01% and (d) at least 12% of such balance
if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of
the Company's
knowledge, each such
Primary Insurance Policy is in full
force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to
each
Rating Agency;
(vi) No more than 1.0% of the Group I Loans by aggregate Stated
Principal Balance
as of the Cut-off Date are secured by Mortgaged
Properties located
in any one zip code
area in Florida,
no more than
4.0% of the Group II Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area in Viriginia, no more than 1.1% of the Group III
Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by
Mortgaged Properties located in any one zip code area in
California, no
more than 2.8% of the Group IV Loans by aggregate Stated Principal
Balance as of the
Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in New Jersey, no more than 2.9%
of the
Group V Loans by aggregate Stated Principal Balance as of the Cut-off
Date are secured by
Mortgaged Properties located in any one zip code
area in Florida, and
no more than 0.9% of the Group I Loans are secured
by Mortgaged
Properties
located in any one zip code area outside
Florida, no more
than 3.9% of the Group II Loans are secured by
Mortgaged Properties
located in any one zip code area outside Virginia,
no more than 1.0% of
the Group III
Loans are secured by Mortgaged
Properties located in any one zip code area outside California,
no more
than 2.8% of the Group
IV Loans are secured
by Mortgaged Properties
located in any one zip
code area outside
New Jersey and no more than
2.3% of the Group V Loans are secured by Mortgaged Properties
located in
any one zip code area outside Florida;
(vii) The improvements upon the Mortgaged Properties are insured
against loss by fire and other hazards as required by the Program
Guide,
including flood insurance if required under the National Flood
Insurance
Act of 1968, as amended. The Mortgage requires the Mortgagor to
maintain
such casualty
insurance at the Mortgagor's expense, and on the
Mortgagor's failure to
do so, authorizes the
holder of the Mortgage to
obtain and maintain
such insurance at the
Mortgagor's
expense and to
seek reimbursement therefor from the Mortgagor;
(viii) Immediately
prior to the assignment of the Mortgage Loans
to the Trustee,
the Company had good title to, and was
the sole owner
of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
or security
interest (other than rights to servicing and related
compensation) and such
assignment validly
transfers ownership of the
Mortgage Loans to the
Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 67.6% of the Group I Loans by aggregate
Stated
Principal Balance
as of the Cut-off Date were underwritten under a
reduced loan documentation program, approximately 15.0% of the Group
I
Loans by aggregate Stated Principal Balance as of the Cut-off Date
were
underwritten under a no-stated income program, and approximately
7.1% of
the Group I Loans
by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no income/no asset program;
approximately 63.0% of
the Group II Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program,
approximately
16.4% of the Group II Loans by
aggregate Stated
Principal Balance as of the Cut-off Date were
underwritten under a no-stated income program, and approximately
7.6% of
the Group II Loans by
aggregate Stated Principal Balance as of the
Cut-off Date were
underwritten
under a no
income/no asset program;
approximately 59.2% of the Group III Loans by aggregate Stated
Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program,
approximately
8.7% of the
Group III Loans by
aggregate Stated
Principal Balance as of the Cut-off Date were
underwritten under a no-stated income program, and approximately
8.8% of
the Group III Loans by
aggregate Stated
Principal Balance as of the
Cut-off Date were
underwritten
under a no
income/no asset program;
approximately 64.9% of
the Group IV Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program,
approximately
10.5% of the Group IV Loans by
aggregate Stated
Principal Balance as of the Cut-off Date were
underwritten under a
no-stated income program and approximately 5.2% of
the Group IV Loans by aggregate Stated Principal Balance of the cut-off
date were underwritten under a no income/no asset program;
approximately
73.8% of the Group V Loans by aggregate Stated Principal Balance as of
the Cut-off Date were
underwritten under a
reduced loan
documentation
program, approximately
8.2% of the Group V
Loans by aggregate
Stated
Principal Balance
as of the Cut-off Date were underwritten under a
no-stated income program and approximately 18.5% of the Group V
Loans by
aggregate Stated Principal Balance of the cut-off date were
underwritten
under a no income/no asset program;
(x) Except with
respect to
approximately 15.9% of
the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off Date,
the
Mortgagor represented
in its loan application with respect to the
related Mortgage
Loan
that
the Mortgaged Property would be
owner-occupied;
(xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under
Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section
1.860G-2(a)(1),
(2), (4), (5) and (6), without reliance on the
provisions of Treasury
Regulation Section
1.860G-2(a)(3)
or Treasury
Regulation Section
1.860G-2(f)(2)
or any other
provision that would
allow a Mortgage Loan to be treated as a "qualified mortgage"
notwithstanding
its failure
to meet the requirements of Section
860G(a)(3)(A) of
the Code and Treasury Regulation
Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii) A policy
of title insurance was effective as of the
closing of each
Mortgage Loan and is
valid and binding and
remains in
full force and effect,
unless the Mortgaged
Properties are located
in
the State of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv) None of the
Mortgage Loans is a
Cooperative
Loan; with
respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative
Stock that is pledged as security for the Mortgage Loan is held by a
person as a
tenant-stockholder (as
defined in Section 216 of the Code)
in a cooperative
housing corporation
(as defined in Section 216 of the
Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage
Loan program
(through which no new or updated
appraisals of Mortgaged Properties are obtained in
connection with
the
refinancing thereof), the related Seller has represented that
either (a)
the value of the related Mortgaged Property as of the date the
Mortgage
Loan was originated
was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage Loan or
(b) the Loan-to-Value
Ratio of the Mortgage Loan as of the date of
origination of
the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each
Mortgage Loan is
calculated on the basis
of a 360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contain in the related
Mortgage
File a Destroyed Mortgage Note;
(xviii)None of
the Mortgage Loans have been made to
International Borrowers;
(xix) No Mortgage Loan
provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United
States)
sovereign government; and
(xx) None of the Mortgage Loans are Additional Collateral Loans
and none of the Mortgage Loans are Pledged Asset 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
Mortgage 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. (See Section 2.04 of the
Standard Terms)
Section 2.05 Execution and Authentication of Certificates/Issuance
of
Certificates Evidencing Interests in REMIC I Certificates.
The Trustee
acknowledges the assignment to it of the Mortgage Loans and
the delivery of the 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
the applicable REMIC,
receipt of which
is hereby acknowledged. Concurrently with such delivery and in exchange
therefor, the Trustee, pursuant to the written request of
the Company executed
by an officer of the Company, has executed and caused to be
authenticated
and
delivered to or upon the order of the Company the Class R Certificates in
authorized denominations which together with
the Uncertificated REMIC I Regular
Interests, evidence the beneficial interest
in REMIC I.
Section 2.06 Conveyance of Uncertificated
REMIC I Regular Interests; Acceptance
by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution
and delivery hereof, does hereby assign without
recourse all the
right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests to the Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R
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
Certificates). The rights of the Holders of each
Class of Certificates
(other
than the Class R Certificates) to receive distributions from the proceeds of
REMIC II in respect of such Classes,
and all ownership
interests of the Holders
of such Classes in such distributions,
shall be as set forth in this Agreement.
Section 2.07 Issuance of Certificates
Evidencing Interest in REMIC II.
The Trustee
acknowledges the
assignment
to it of the
Uncertificated
REMIC I Regular Interests and, concurrently
therewith and in
exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and
caused to be authenticated and delivered
to or upon the order of the Company, all
Classes of Certificates (other than the
Class R 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).
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
<PAGE>
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, to the
Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii)
below, and to each Certificateholder of
record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution),
either (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 4.02(h) below), in each case to the extent of the
related Available Distribution Amount:
(i) (U) from the Available Distribution Amount related to the Group I
Loans, to the Group I Certificates, on a pro rata basis based on the Accrued
Certificate Interest payable on such Classes of
Certificates
with respect to
such Distribution Date, 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) (the "Group I Senior Interest
Distribution Amount");
(V) from the Available
Distribution Amount related to the
Group II Loans, to the Group II Certificates, Accrued
Certificate
Interest payable
on such Certificates with respect to 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) (the
"Group II Senior Interest Distribution Amount");
(W) from the Available
Distribution Amount related to the
Group III Loans, to the Group III Certificates, Accrued
Certificate Interest payable on such Certificates with respect
to
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)
(the "Group III Senior Interest Distribution Amount");
(X) from the Available
Distribution Amount related to the
Group IV Loans, to the Group IV Certificates, Accrued
Certificate
Interest payable
on such Certificates with respect to 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) (the
"Group IV Senior Interest Distribution Amount"); and
(Y) from the Available
Distribution Amount related to the
Group V Loans, to the Group V Certificates, Accrued Certificate
Interest payable
on such Certificates with respect to 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) (the
"Group V Senior Interest Distribution Amount")
(ii) to the related Senior Certificates, in the priorities and amounts
set forth in Section 4.02(b) and (c), the sum of the following (applied to
reduce the Certificate Principal Balances of such Senior Certificates, as
applicable):
(A) the 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,
minus the principal
portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated
Principal Balance of any Mortgage
Loan in the related
Loan
Group repurchased during the preceding calendar month (or deemed to
have
been so repurchased
in accordance
with Section
3.07(b)) pursuant to
Section 2.02,
2.03, 2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution
of a Deleted Mortgage
Loan from the
related Loan Group pursuant to
Section 2.03 or 2.04 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 the related 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), including Subsequent Recoveries, received during the
preceding calendar
month (or deemed to have been so received in
accordance with
Section 3.07(b)) to the extent
applied by the
Master
Servicer as
recoveries
of principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard Terms;
(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)) and did not result in any Excess
Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses,
an amount equal to the
lesser of (a) the related
Senior Percentage for
such Distribution Date times the Stated Principal
Balance of such
Mortgage Loan 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;
(C) the related Senior Accelerated Distribution Percentage for such
Distribution Date
times the aggregate of all Principal Prepayments in
Full received in the related Prepayment Period and Curtailments with
respect to the related
Loan Group received in
the preceding
calendar
month;
(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;
(E) amounts
required to be
distributed to the Holders of Class CB-I, Class
NB-II, Class CB-III, Class NB-IV and Class NB-V, as applicable,
pursuant
to Section 4.02(g); 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 Classes of
Certificates derived
from the
related Available
Distribution
Amount without giving effect to any
reductions for the Capitalization Reimbursement Amount;
(iii) if the
Certificate Principal
Balances of the
Subordinate
Certificates have not
been reduced to zero, to the Master Servicer or a
Sub-Servicer, by
remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or Sub-Servicer
Advances
previously made with
respect to any Mortgage Loan or REO Property which
remain unreimbursed in
whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus any
such
Advances that were made with respect to delinquencies that ultimately
constituted Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of
the Class M-1
Certificates, the
Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal
to
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;
(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; and
(xvii) to the Class R Certificates, the balance, if any, of the
Available Distribution Amount for each Loan Group.
Notwithstanding the foregoing, on any Distribution Date, with
respect to
the Class of Subordinate Certificates
outstanding on such Distribution Date with
the Lowest Priority, or in the event the
Subordinate
Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous
Distribution Date will
be distributable only
to the extent that (1) a shortfall in the amounts available to pay Accrued
Certificate Interest on any Class of
Certificates results from an interest rate
reduction in connection with a Servicing Modification, or (2) such unpaid
Accrued Certificate Interest was
attributable to interest shortfalls relating to
the failure of the Master Servicer to make any required Advance, or the
determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to
the Certificateholders.
(b) Distributions
of principal on the Senior Certificates on each
Distribution Date will be made as
follows:
(i) the Group I Senior
Principal Distribution
Amount shall be
distributed as follows: (A) first, to the Class R
Certificates,
until
the Certificate
Principal Balance
thereof has been reduced to zero and
(B) second, any remaining amount to the Class CB-I Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(ii) the Group II Senior Principal Distribution Amount shall be
distributed to the
Class NB-II
Certificates,
until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Group III Senior Principal Distribution Amount shall
be
distributed to the
Class CB-III
Certificates,
until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) the Group IV Senior Principal Distribution Amount shall be
distributed to the
Class NB-IV
Certificates,
until the Certificate
Principal Balance thereof has been reduced to zero; and
(v) the Group V
Senior Principal
Distribution
Amount shall be
distributed to the
Class NB-V Certificates, until the Certificate
Principal Balance thereof has been reduced to zero
(c) After the reduction of the Certificate Principal Balances of the
Senior Certificates in a Certificate Group to zero but prior to the Credit
Support Depletion Date, the related Senior
Certificates will be
entitled to no
further distributions of principal thereon
and, subject to Section 4.02(g), the
related Available Distribution Amount will be
distributed solely to the holders
of the Subordinate Certificates, in each
case as described herein.
(d) 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,
other than Excess
Bankruptcy Losses,
Excess Fraud Losses, Excess Special Hazard
Losses and Extraordinary Losses, have
been allocated, but not by more than the amount of
Realized Losses
previously
allocated to that Class of Certificates
pursuant to Section
4.05. The amount of
any remaining Subsequent Recoveries will be applied to
increase 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.
(e) 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.
(f) 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 the next Distribution
Date, the Master
Servicer shall, no later
than the Determination Date in the month of
such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business
Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that:
(i) the Trustee
anticipates that
the
final distribution with respect to such Class of
Certificates will be
made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee
or as otherwise specified therein, and
(ii) no interest shall accrue on such
Certificates from and after the end of the
related Interest Accrual Period. In the
event that
Certificateholders
required
to surrender their Certificates pursuant to Section 9.01(c) 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).
(g) On any
Distribution Date
prior to the
occurrence
of the Credit
Support Depletion Date that occurs after the reduction of the aggregate
Certificate Principal Balance of a Certificate Group to
zero, the Certificates
relating to the remaining Certificate
Groups will be entitled to receive 100% of
the prepayments on the Mortgage Loans in the Loan Group related to the
Certificate Group that has been fully paid,
which amount shall be allocated, pro
rata, between those Certificate Groups based on the aggregate Certificate
Principal Balance of the related
Certificates.
Such amounts allocated to a
Certificate Group shall be treated as part
of the related Available Distribution
Amount and distributed as part of the related
Senior Principal Distribution
Amount in accordance with the priorities set forth in 4.02(b) above, in
reduction of such Certificate Principal
Balances. Notwithstanding the foregoing,
remaining Certificate Groups will not be
entitled to receive prepayments on the
Mortgage Loans in a Loan Group related to a Certificate Group that has been
fully paid if the following two conditions are satisfied: (1) the weighted
average of the Subordinate Percentages for
all Loan Groups for such Distribution
Date, 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 Loan Groups, calculated on that
basis and (2) the outstanding principal balance of the Mortgage
Loans in all
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%.
(h) 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 aggrega
