EXHIBIT 4.2
FORM OF SERIES
SUPPLEMENT
RESIDENTIAL ACCREDIT LOANS,
INC. ,
Company,
RESIDENTIAL FUNDING
CORPORATION ,
Master Servicer,
and
[__________________]
,
Trustee
SERIES SUPPLEMENT,
Dated as of [________],
200[__],
TO
STANDARD TERMS OF
POOLING AND SERVICING
AGREEMENT
dated as of [_____] 1, 200[__]
Mortgage Asset-Backed Pass-Through
Certificates
Series 200[__]-QS[_]
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Article I
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DEFINITIONS
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3
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Section 1.01.
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Definitions
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3
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Section 1.02.
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Use of Words and Phrases
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18
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Section 1.03.
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[Determination of LIBOR
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18
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Article II
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CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES
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20
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Section 2.01.
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Conveyance of Mortgage Loans
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20
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Section 2.02.
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Acceptance by Trustee
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20
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Section 2.03.
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Representations, Warranties and Covenants of the
Master Servicer and the Company
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20
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Section 2.04.
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Representations and Warranties of Sellers. (See
Section 2.04 of the Standard Terms)
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23
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Section 2.05.
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Execution and Authentication of Certificates/
Issuance of Certificates Evidencing Interests in REMIC I
Certificates
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23
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Section 2.06.
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[Conveyance of Uncertificated REMIC I and REMIC
II Regular Interests; Acceptance by the Trustee
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23
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Section 2.07.
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[Issuance of Certificates Evidencing Interest in
REMIC II
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24
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Section 2.08.
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Purposes and Powers of the Trust (See Section
2.08 of the Standard Terms)
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24
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Article III
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ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
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25
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Article IV
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PAYMENTS TO CERTIFICATEHOLDERS
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26
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Section 4.01.
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Certificate Account
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26
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Section 4.02.
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Distributions
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26
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Section 4.03.
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Statements to Certificateholders
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36
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Section 4.04.
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Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer
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36
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Section 4.05.
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Allocation of Realized Losses
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36
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Section 4.06.
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Reports of Foreclosures and Abandonment of
Mortgaged Property
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38
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Section 4.07.
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Optional Purchase of Defaulted Mortgage
Loans
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38
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Section 4.08.
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Surety Bond. (See Section 4.08 of the Standard
Terms)
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38
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Section 4.09.
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[Reserve Fund
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38
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Section 4.10.
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[Rounding Account
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38
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Section 4.11.
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[Principal Distributions on the Insured
Certificates
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39
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Article V
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THE CERTIFICATES
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43
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Article VI
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THE COMPANY AND THE MASTER SERVICER
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44
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Article VII
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DEFAULT
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45
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Article VIII
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CONCERNING THE TRUSTEE
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46
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Article IX
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TERMINATION
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47
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Article X
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REMIC PROVISIONS
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48
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Section 10.01.
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REMIC Administration
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48
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Section 10.02.
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Master Servicer; REMIC Administrator and Trustee
Indemnification
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48
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Section 10.03.
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Designation of REMIC[s]
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48
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Section 10.04.
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Distributions on the Uncertificated REMIC [I and
REMIC II] Regular Interests
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48
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Section 10.05.
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Compliance with Withholding
Requirements.
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50
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Article XI
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MISCELLANEOUS PROVISIONS
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51
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Section 11.01.
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Amendment
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51
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Section 11.02.
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Recordation of Agreement
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51
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Section 11.03.
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Limitation on Rights of
Certificateholders
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51
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Section 11.04.
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Governing Laws
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51
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Section 11.05.
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Notices
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51
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Section 11.06.
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Required Notices to Rating Agency and
Subservicer
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52
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Section 11.07.
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Severability of Provisions
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52
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Section 11.08.
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Supplemental Provisions for
Resecuritization
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52
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Section 11.09.
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Allocation of Voting Rights.
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52
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Section 11.10.
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No Petition
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52
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Article XII
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[CERTAIN MATTERS REGARDING THE CERTIFICATE
INSURER
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53
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Section 12.01.
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Rights of the Certificate Insurer To Exercise
Rights of Insured Certificateholders
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53
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Section 12.02.
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Claims Upon the Certificate Policy; Certificate
Insurance Account
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53
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Section 12.03.
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Effect of Payments by the Certificate Insurer;
Subrogation
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54
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Section 12.04.
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Notices and Information to the Certificate
Insurer
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55
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Section 12.05.
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Trustee to Hold Certificate Policy
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55
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EXHIBITS
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Exhibit One:
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Mortgage Loan Schedule
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Exhibit Two:
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Schedule of Discount Fractions
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Exhibit Three:
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Information to be Included in
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Monthly Distribution Date Statement
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Exhibit Four:
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Standard Terms of Pooling and
Servicing
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Agreement Dated as of [_________]
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[Exhibit [___]:
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Schedule of Planned Principal
Balances]
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[Exhibit [___]:
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Schedule of Targeted Principal
Balances]
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This is a Series Supplement, dated
as of [___________] 1, 200[__] (the “Series
Supplement”), to the Standard Terms of Pooling and Servicing
Agreement, dated as of [___] 1, 200[_] and attached as Exhibit Four
hereto (the “Standard Terms” and, together with this
Series Supplement, the “Pooling and Servicing
Agreement” or “Agreement”), among RESIDENTIAL
ACCREDIT LOANS, INC., as the company (together with its permitted
successors and assigns, the “Company”), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its
permitted successors and assigns, the “Master
Servicer”), and [__________________], as Trustee (together
with its permitted successors and assigns, the
“Trustee”).
PRELIMINARY
STATEMENT:
The Company intends to sell mortgage
asset-backed pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans. As provided herein, the
REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust
Fund, and subject to this Agreement (including the Mortgage Loans
but excluding the Initial Monthly Payment Fund), as one or more
real estate mortgage investment conduits (each, a
“REMIC”) for federal income tax purposes.
The terms and provisions of the
Standard Terms are hereby incorporated by reference herein as
though set forth in full herein. If any term or provision contained
herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this
Series Supplement shall govern. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the
date of the Series Supplement.
The following table sets forth the
designation, type, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and certain
features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
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Aggregate Initial Certificate
Principal Balance
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[Standard &
Poor’s/
Fitch IBCA]
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Minimum Denominations
[2]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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[Senior Support]
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class [_]
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[___]%
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$[__________]
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Prepayment Lockout/Senior
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[_____] 25, 20[_]
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AAA/AAA
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$[__________]
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Class A-P
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0.00%
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$[__________]
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Principal Only/Senior
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[_____] 25, 20[_]
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AAAr/AAA
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$[__________]
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Class A-V
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Variable Rate [3]
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$0.00
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Variable Strip/Senior
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[_____] 25, 20[_]
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AAAr/AAA
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[4]
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Class R
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[___]%
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$100.00
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Residual/Senior
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[_____] 25, 20[_]
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AAA/AAA
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[5]
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Class M-1
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[___]%
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$[__________]
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Mezzanine
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[_____] 25, 20[_]
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AA/AA
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$[__________]
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Class M-2
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[___]%
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$[__________]
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Mezzanine
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[_____] 25, 20[_]
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A/A
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$[__________]
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Class M-3
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[___]%
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$[__________]
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Mezzanine
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[_____] 25, 20[_]
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BBB/BBB
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$[__________]
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Class B-1
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[___]%
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$[__________]
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Subordinate
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[_____] 25, 20[_]
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BB/BB
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$[__________]
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Class B-2
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[___]%
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$[__________]
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Subordinate
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[_____] 25, 20[_]
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B/B
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$[__________]
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Class B-3
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[___]%
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$[__________]
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Subordinate
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[_____] 25, 20[_]
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N/A
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$[__________]
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The
Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $[__________].
In consideration of the mutual
agreements herein contained, the Company, the Master Servicer and
the Trustee agree as follows:
_________________________
(1) The Certificates, other than the Class
A-P, Class A-V, Class B and Class R Certificates shall be
Book-Entry Certificates. The Class A-P, Class A-V, Class B and
Class R Certificates shall be delivered to the holders thereof in
physical form.
(2) The Certificates, other than the
[Retail,] Class [__], Class A-V and Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable)
and integral multiples of $1 (or $1,000 in the case of the Class
A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess
thereof, except that one Certificate of any of the [Class A-P and
Class B-1, Class B-2 and Class B-3] Certificates that contain an
uneven multiple of $1,000 shall be issued in a denomination equal
to the sum of the related minimum denomination set forth above and
such uneven multiple for such Class or the sum of such denomination
and an integral multiple of $1,000. [The Retail Certificates shall
be issuable in minimum dollar denominations of $1,000 and integral
multiples of $1,000 in excess thereof].
(3) The Initial Pass-Through Rate on the
Class A-V Certificates is [____]%.
(4) The Class R Certificates and Class A-V
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%.
Article I
DEFINITIONS
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Section 1.01.
|
Definitions.
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Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
[Accretion Directed Certificates: Any one of the
Class [___] Certificates.]
[Accretion Termination
Date : The earliest to
occur of (i) the Distribution Date after which the Certificate
Principal Balance of any Accretion Directed Certificates has been
reduced to zero; (ii) the Distribution Date after which the
Certificate Principal Balance of the Accrual Certificates has been
reduced to zero; and (iii) the Credit Support Depletion
Date.]
[Accrual Certificates
: Any one of the Class [___]
Certificates.]
[Accrual Distribution
Amount : With respect to
each Distribution Date prior to the Accretion Termination Date, an
amount equal to the amount of Accrued Certificate Interest on any
Accrual Certificates for such date, to the extent added to the
Certificate Principal Balance thereof pursuant to Section
[4.02(d)].]
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) $[______] 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[est]
of
(A) [if
S&P is a rating agency] 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 (other than Additional
Collateral Loans [or Pledged Asset Mortgage Loans]) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii)
$100,000; and
(B)
[if Fitch is a rating agency]
the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans [or Pledged Asset Mortgage Loans])
which had an original Loan-to-Value Ratio of 80% or greater that
would result if the Net Mortgage Rate thereof was equal to the
weighted average (based on the principal
balance of the Mortgage Loans as of
the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity, in
months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus the
quotient of the number of all Non-Primary Residence Loans remaining
in the Mortgage Pool divided by the total number of Outstanding
Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary,
and (ii) $50,000, and
(C)
[if Moody’s is a rating
agency] (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,
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.
[CB Loan Group
: The group of Mortgage Loans
comprised of the Group CB Loans.]
Certificate
: Any [Class A], [Class CB], [Class
NB], Class A-P, Class A-V, 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 “[__________________], as
trustee, in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 200[_]-QS[_]” and which must be an
Eligible Account.
[Certificate Insurance
Account : The account
established pursuant to Section [_______] hereof.]
[Certificate Insurance
Payment : Any payment
made by the Certificate Insurer with respect to any Insured
Certificates under the Certificate Policy.]
[Certificate Insurance
Premium : With respect to
the Certificate Policy and any Distribution Date, an amount equal
to one-twelfth (1/12) of [___]% of the Certificate Principal
Balance of the Insured Certificates.]
[Certificate Insurer
: [_____________], a stock insurance
company organized and created under the laws of the State of
[_____________], and any successors thereto, issuer of the
Certificate Policy (No. [_________]).]
[Certificate Insurer
Default : The existence
and continuance of a failure by the Certificate Insurer to make a
payment required under the Certificate Policy in accordance with
its terms.]
[Certificate Policy
: The financial guaranty insurance
policy issued by the Certificate Insurer for the benefit of the
Holders of any Insured Certificates, including any endorsements
thereto, attached hereto as Exhibit [___].]
Class A Certificate
: Any one of the [Class A-[__],
Class A-[__],] Class A-P or Class A-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 CB Certificate
: Any one of the Class CB-[___]
Certificates [or Class CB-__ Certificates], executed by the Trustee
and authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit A, which Certificates
relate to the Group CB Loans.]
[Class CB Percentage
: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class CB Certificates [and Class R Certificates] immediately
prior to such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each Discount Mortgage Loan) in the CB Loan Group immediately
prior to such Distribution Date.]
[Class CB Principal Distribution
Amount : As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount related to the CB Loan Group remaining after
the distribution of all amounts required to be distributed pursuant
to Section 4.02(a)(i)(X), after the distribution of the portion of
the amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)([Z]), and after the distribution of the amount
required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(a)(ii)(X) or, after the Credit Support
Depletion Date, the amount required to be distributed to the Class
A-P Certificateholders pursuant to Section 4.02(d), and (b) the sum
of the amounts required to be distributed therefrom to the Class CB
Certificateholders [and Class R Certificateholders] on such
Distribution Date pursuant to and Section 4.02(a)(ii)([Y]) and
([Z]), and Section 4.02(a)(xvii) [and (xviii)].]
[Class NB Certificate
: Any one of the Class NB-[___]
Certificates [or Class NB-[___] Certificates], executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A, which Certificates relate to the Group NB Loans.]
[Class NB Percentage
: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class NB Certificates [and Class R Certificates] immediately
prior to such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each Discount Mortgage Loan) in the NB Loan Group immediately
prior to such Distribution Date.]
[Class NB Principal Distribution
Amount : As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount related to the NB Loan Group remaining after
the distribution of all amounts required to be distributed pursuant
to Section 4.02(a)(i)([Y]), after the distribution of the portion
of the amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i)([Z]), and after the distribution of the amount
required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(a)(ii)(X) or, after the Credit Support
Depletion Date, the amount required to be distributed to the Class
A-P Certificateholders pursuant to Section 4.02(d), and (b) the sum
of the amounts required to be distributed therefrom to the Class NB
Certificateholders [and Class R Certificateholders] on such
Distribution Date pursuant to and Section 4.02(a)(ii)([Y]) and
([Z]), and Section 4.02(a)(xvii) [and (xviii)].]
Class R Certificate
: [Any one of the Class R-I
Certificates and Class R-II Certificates.] [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 an interest designated
as a “residual interest” in the REMIC for purposes of
the REMIC Provisions.]
[Class R-I Certificate
: Any one of the Class R-I
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit D and evidencing an interest designated
as a “residual interest” in REMIC I for purposes of the
REMIC Provisions.]
[Class R-II
Certificate : Any one of
the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit D and evidencing an
interest designated as a “residual interest” in REMIC
II for purposes of the REMIC Provisions.]
Closing Date
: [_____________],
200[__].
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 [Address of Trustee], Attention: Residential Funding
Corporation Series 200[__]-QS[_].
[Cumulative Insurance
Payments : As of any time
of determination, the aggregate of all Certificate Insurance
Payments previously made by the Certificate Insurer under the
Certificate
Policy minus the aggregate of all
payments previously made to the Certificate Insurer pursuant to
[Sections 4.02(a)(xvi) and 4.02(e)] hereof as reimbursement for
Certificate Insurance Payments.]
Cut-off Date
: [___________] 1,
200[__].
Determination Date
: With respect to any Distribution
Date, the [second/third] Business Day prior to each Distribution
Date.
Discount Net Mortgage
Rate : [____]% per
annum.
Due Period
: With respect to each Distribution
Date and any Mortgage Loan, the period commencing on the [__] day
of the month prior to the month in which such Distribution Date
occurs and ending on the [__] day of the month in which such
Distribution Date occurs.
Eligible Funds
: On any Distribution Date, the
portion, if any, of the Available Distribution Amount remaining
after reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the Senior Certificates, (ii) the Senior
Principal Distribution Amount (determined without regard to Section
[4.02(a)(ii)(Y)(D)] hereof), (iii) the Class A-P Principal
Distribution Amount (determined without regard to Section
4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
[Floater Certificates:
Class [___]
Certificates].
Fraud Loss Amount
: As of any date of determination
after the Cut-off Date, an amount equal to: (X) prior to the
[first] anniversary of the Cut-off Date an amount equal to [2.00]%
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
and (Y) from the [first] to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and
(b) [1.00]% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the most recent anniversary of
the Cut-off Date up to such date of determination. On and after the
fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall
be zero.
The Fraud Loss Amount may be further
reduced by the Master Servicer (including accelerating the manner
in which such coverage is reduced) provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written confirmation
to the Trustee.
[Group CB Loans
: The Mortgage Loans designated on
the Mortgage Loan Schedule as Group CB Loans, having original
principal balances less than or equal to
$[___________].]
[Group NB Loans
: The Mortgage Loans designated on
the Mortgage Loan Schedule as Group NB Loans, having original
principal balances exceeding $[_____________].]
[Guaranteed
Distribution : With
respect to any Insured Certificates and any Distribution Date, as
defined in the Certificate Policy.]
[Index : [____________].]
[Indirect Depository
Participant : An
institution that is not a Depository Participant but clears through
or maintains a custodial relationship with Participants and has
access to the Depository’s clearing system.]
Initial Monthly Payment
Fund : $[________],
representing scheduled principal amortization and interest at the
Net Mortgage Rate during the Due Period ending on _________ 200_,
for those Mortgage Loans for which the Trustee will not be entitled
to receive such payment.
Initial Notional
Amount : With respect to
the Class A-V Certificates or Subclass thereof issued pursuant to
Section 5.01(c), the aggregate Cut-off Date Principal Balance of
the Mortgage Loans corresponding to the Uncertificated REMIC I
Regular Interests Z represented by such Class or Subclass on such
date [; and, with respect to any Class [___] Certificate,
$[_____________]].
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 the 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:
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Class M-1: [___] %
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Class B-1: [___] %
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Class M-2: [___] %
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Class B-2: [___] %
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Class M-3: [___] %
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Class B-3: [___] %
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[Insured Certificates : Any
one of the Class [___] Certificates.]
[Insured Retail
Certificate : An Insured
Certificate that evidences $1,000 initial Certificate Principal
Balance.]
Interest Accrual
Period : With respect to
any Certificates and any Distribution Date[, the calendar month
preceding the month in which such Distribution Date
occurs].
Interest Only
Certificates : Any one of
the Class A-V Certificates [or Class [___] Certificates.] The
Interest Only Certificates will have no Certificate Principal
Balance.
[Inverse Floater Certificates
: Class [___] Certificates].
[LIBOR Rate Adjustment Date:
[___________].]
[Loan Group
: Either or both of the CB Loan Group or the NB
Loan Group.]
[Lockout Percentage
: For any Distribution Date
occurring prior to the Distribution Date in [_______] 200[_], 0%;
for any Distribution Date occurring after [______] 200[_] but prior
to [_______] 200[_], 30%; for any Distribution Date occurring after
[______] 200[_] but prior to [_______] 200[_], 40%; for any
Distribution Date occurring after [______] 200[_] but prior to
[_______] 200[_], 60%; for any Distribution Date occurring after
[______] 200[_] but prior to [_______] 200[_], 80%; for any
Distribution Date after [_______] 200_, 100%.]
[Lockout Scheduled
Percentage : for any
Distribution Date occurring prior to the Distribution Date in
[_________] 200[_] will be 0% and for any Distribution Date
thereafter, will be 100%.]
Maturity Date
: [________] 25, 20[__], the
Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan].
Mortgage Loan Schedule
: The list or lists of the Mortgage
Loans attached hereto as Exhibit One (as amended from time to time
to reflect the addition of Qualified Substitute Mortgage Loans),
which list or lists shall set forth the following information as to
each Mortgage Loan:
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(i)
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the Mortgage Loan identifying number (“RFC LOAN
#”);
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(ii)
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the maturity of the Mortgage Note (“MATURITY
DATE”);
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(iii)
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the Mortgage Rate (“ORIG RATE”);
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(iv)
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the Subservicer pass-through rate (“CURR
NET”);
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(v)
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the Net Mortgage Rate (“NET MTG RT”);
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(vi)
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the Pool Strip Rate (“STRIP”);
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(vii)
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the initial scheduled monthly payment of principal, if any, and
interest (“ORIGINAL P & I”);
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(viii)
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the Cut-off Date Principal Balance (“PRINCIPAL
BAL”);
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(ix)
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the Loan-to-Value Ratio at origination
(“LTV”);
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(x)
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the rate at which the Subservicing Fee accrues (“SUBSERV
FEE”) and at which the Servicing Fee accrues (“MSTR
SERV FEE”);
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(xi)
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a code “T,” “BT” or “CT” under
the column “LN FEATURE,” indicating that the Mortgage
Loan is secured by a second or vacation residence; and
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(xii)
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a code “N” under the column “OCCP CODE,”
indicating that the Mortgage Loan is secured by a non-owner
occupied residence.
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Such schedule may consist of
multiple reports that collectively set forth all of the information
required.
[NB Loan Group
: The group of Mortgage Loans
comprised of the Group NB Loans.]
Notional Amount
: As of any Distribution Date, with
respect to any Class A-V Certificates or Subclass thereof issued
pursuant to Section 5.01(c), the aggregate Stated Principal Balance
of the Mortgage Loans corresponding to the Uncertificated REMIC I
Regular Interests Z represented by such Class or Subclass
immediately prior to such date [and, as of any Distribution Date,
with respect to any Class [___] Certificate, an amount equal to the
Certificate Principal Balance of the Class [___] Certificates
immediately prior to such date].
[PAC Certificates
: Any Class [___]
Certificate.]
[PAC Distribution
Amount : As of any
Distribution Date, the amount required to reduce the Certificate
Principal Balances of the PAC Certificates to their Planned
Principal Balances as of such Distribution Date.]
Pass-Through Rate
: With respect to the [Class A]
[Class CB] [Class NB] Certificates [(other than the [Floater],
[Inverse Floater], Class A-V and Class A-P Certificates)], Class M
Certificates, Class B Certificates and Class R Certificates and any
Distribution Date, the per annum rates set forth in the Preliminary
Statement hereto. [With respect to the Floater Certificates and the
initial Interest Accrual Period, [____]% per annum, and as to any
Interest Accrual Period thereafter, a per annum rate equal to
[Index] plus [___]%, subject to a maximum rate of [___]% per annum
and a minimum rate of [___]% per annum.] [With respect to the
Inverse Floater Certificates and the initial Interest Accrual
Period, [_______]% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to [______]% minus the product
of [_____] and [Index], subject to a maximum rate of [______]% per
annum and a minimum rate of [0.000]% per annum.] With respect to
the Class A-V Certificates (other than any Subclass thereof) and
any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all Mortgage
Loans as of the Due Date in the related Due Period, weighted on the
basis of the respective Stated Principal Balances of such Mortgage
Loans as of the day immediately preceding such Distribution Date
(or, with respect to the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class A-V
Certificates and the initial Distribution Date the Pass-Through
Rate is equal to [____]% per annum. With respect to any Subclass of
Class A-V Certificates and any Distribution Date, a rate equal to
the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated
REMIC I Regular Interests Z represented by such Subclass as of the
Due Date in the related Due Period, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans as of
the day immediately preceding such Distribution Date (or with
respect to the initial Distribution Date, at the close of business
on the Cut-off Date). The Principal Only Certificates have no
Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
[Planned Principal
Balance : With respect to
the PAC Certificates and each Distribution Date, the amount set
forth for such Certificates on such Distribution Date on Exhibit
[__] hereto.]
Prepayment Assumption
: [With respect to the Class [CB,
Class A-P, Class A-V, Class M and Class B] Certificates, the
prepayment assumption to be used for determining the accrual
of
original issue discount and premium
and market discount on such Certificates for federal income tax
purposes, which assumes a constant prepayment rate of 4.0% per
annum of the then outstanding principal balance of the related
Mortgage Loans in the first month of the life of such Mortgage
Loans and an additional 1.0909% per annum in each month thereafter
until the twelfth month, and beginning in the twelfth month and in
each month thereafter during the life of the Mortgage Loans, a
constant prepayment rate of 16.0% per annum.] [With respect to the
Class [NB] Certificates, the prepayment assumption to be used for
determining the accrual of original issue discount and market
discount and premium on such Certificates for federal income tax
purposes, which assumes a constant rate of prepayment of mortgage
loans of 6.0% per annum of the then outstanding principal balance
of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 1.272727% per annum in
each succeeding month until the twelfth month, and a constant 20.0%
per annum rate of prepayment thereafter for the life of the
mortgage loans.]
Prepayment Distribution
Percentage : With respect
to any Distribution Date [and the Available Distribution Amount for
each Loan Group] and each Class of Subordinate Certificates, under
the applicable circumstances set forth below, the respective
percentages set forth below:
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(i)
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For any Distribution Date prior to
the Distribution Date in [______] 200[__] [(unless the Certificate
Principal Balances of the Senior Certificates (other than the Class
A-P Certificates)] [unless the Certificate Principal Balances of
the Class CB Certificates [and Class R Certificates] or Class NB
Certificates [and Class R Certificates], as applicable,] have been
reduced to zero), 0%.
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(ii)
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For any Distribution Date not
discussed in clause (i) above on which any Class of Subordinate
Certificates are outstanding:
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(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
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(iii)
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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
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Maturing Class shall be reduced to a
level that, when applied as described above, would exactly reduce
the Certificate Principal Balance of such Class to zero; (b) the
Prepayment Distribution Percentage of each other Class of
Subordinate Certificates (any such Class, a “Non-Maturing
Class”) shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the “Recalculated
Percentage”); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated Percentages
(the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the “Adjustment Percentage”); and
(d) for purposes of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class shall be equal
to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
[Prepayment Lockout
Percentage : For any
Distribution Date occurring prior to the Distribution Date in
[__________] 200[_], 0%; for any Distribution Date occurring after
[__________] 200[_] but prior to [__________] 200[_], 30%; for any
Distribution Date occurring after [__________] 200[_] but prior to
[__________] 200[_], 40%; for any Distribution Date occurring after
[__________] 200[_] but prior to [__________] 200[_], 60%; for any
Distribution Date occurring after [__________] 200[_] but prior to
[__________] 200[_], 80%; for any Distribution Date after
[__________] 200[_], 100%.]
[Principal Only Certificates
: Any one of the Class A-P Certificates or Class
__ Certificates.]
[Random Lot
: With respect to any Distribution
Date, the method by which the Depository will determine which the
[______] Certificates will be paid, using its established random
lot procedures or, if the [______] Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee’s
procedures.]
Related Classes
: As to any Uncertificated REMIC I
Regular Interest, those classes of Certificates identified as
“Related Classes of Certificates” to such
Uncertificated REMIC I Regular Interest in the definition of
Uncertificated REMIC I Regular Interest.
[REMIC I : The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
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(i)
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the Mortgage Loans and the related
Mortgage Files,
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(ii)
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all payments and collections in
respect of the Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the Certificate
Account and identified as belonging to the Trust Fund, including
the proceeds from the liquidation of Additional Collateral
for
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any Additional Collateral Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
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(iii)
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property which secured a Mortgage
Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure,
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(iv)
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the hazard insurance policies and
Primary Insurance Policies, if any, the Pledged Assets with respect
to each Pledged Asset Mortgage Loan, and the interest in the Surety
Bond transferred to the Trustee pursuant to Section 2.01 herein,
and
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(v)
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all proceeds of clauses (i) through
(iv) above.]
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[REMIC I Certificates
: The Class R-I
Certificates.]
[REMIC II : The segregated pool of assets consisting of
the Uncertificated REMIC I Regular Interests conveyed in trust to
the Trustee for the benefit of the holders of each Class of
Certificates (other than the Class R-I Certificates) pursuant to
Section 2.06, with respect to which a separate REMIC election is to
be made.]
[REMIC II Certificates
: Any Class of Certificates (other
than the Class R-I Certificates).]
[ Reserve Fund Deposit :
[_____].]
[Reserve Fund : Any one or
more segregated trust accounts that are Eligible Accounts, which
shall be titled “Reserve Fund, [NAME OF TRUSTEE], as trustee
for the registered holders of Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series
200[__]-QS[_], Class [___].”]
[ Reserve Fund Withdrawal :
As defined in Section 4.[__].]
[Retail Certificates
: Any of the Class [__]
Certificates.]
[Rounding Account
: A segregated trust account that is
an Eligible Account, which shall be titled “Rounding Account,
[NAME OF TRUSTEE], as trustee for the registered holders of
Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 200[__]-QS[_], Class
[__].”]
[ Rounding Amount :
[______].]
Senior Certificate
: Any one of the [Class A], [Class
CB, Class NB], Class A-P, Class A-V 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
: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Senior Certificates (other than the Class A-P Certificates)
immediately prior to such
Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.] [The Class CB
Percentage or Class NB Percentage, as applicable.]
Senior Principal Distribution
Amount : [As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all amounts
required to be distributed pursuant to Section 4.02(a)(i) and
Section 4.02(a)(ii)(X) of this Series Supplement, or, after the
Credit Support Depletion Date, the amount required to be
distributed to the Class A-P Certificateholders pursuant to Section
4.02(c) of this Series Supplement, and (b) the sum of the amounts
required to be distributed to the Senior Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and
(xvii) of this Series Supplement.] [The Class CB Principal
Distribution Amount or the Class NB Principal Distribution Amount,
as applicable.]
[Senior Support Certificates
: Any one of the Class [__]
Certificates.]
Special Hazard Amount
: As of any Distribution Date, an
amount equal to $[_________] 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 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 and (B) [if Fitch is a rating agency] the greater of
(i) the product of [0.50]% multiplied by the outstanding principal
balance of all Mortgage Loans on the Distribution Date immediately
preceding such anniversary multiplied by a fraction, the numerator
of which is equal to the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State
of California divided by the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all
of the Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to [___]% (which percentage is equal
to the percentage of Mortgage Loans by aggregate principal balance
initially secured by Mortgaged Properties located in the State of
California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest
Mortgage Loan secured by a Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) located in
the State of California.
The Special Hazard Amount may be
further reduced by the Master Servicer (including accelerating the
manner in which coverage is reduced) provided that prior to any
such reduction,
the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by
such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Subordinate Principal
Distribution Amount :
With respect to any Distribution Date [and Loan Group] and each
Class of Subordinate Certificates, (a) the sum of the following:
(i) such Class’s pro rata share, based on the Certificate
Principal Balance of each Class of Subordinate Certificates then
outstanding, of the aggregate of the amounts calculated (without
giving effect to the [related Senior] Percentage[s]) for such
Distribution Date [for the related Loan Group] under clauses (1),
(2) and (3) of Section [4.02(a)(ii)(Y)(A)] to the extent not
payable to the Senior Certificates; (ii) such Class’s pro
rata share, based on the Certificate Principal Balance of each
Class of Subordinate Certificates then outstanding, of the
principal collections described in Section [4.02(a)(ii)(Y)(B)(b)]
[for the related Loan Group] (without giving effect to the
[related] Senior Accelerated Distribution Percentages) to the
extent such collections are not otherwise distributed to the Senior
Certificates; (iii) the product of (x) the [related] Prepayment
Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month [for the
related Loan Group] (other than the [related] Discount Fraction of
such Principal Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv) if such Class is the Class of Subordinate
Certificates with the Highest Priority, any Excess Subordinate
Principal Amount [for the related Loan Group] for such Distribution
Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain
undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a Class of
Subordinate Certificates minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any Excess
Subordinate Principal Amount for such Distribution Date;
provided , however , that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on
any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
[ Super Senior Certificates:
Any one of the Class [__] Certificates.]
[Super Senior Principal
Distribution Amount : As
of any Distribution Date on or after the Credit Support Depletion
Date the product of (a) the then-applicable Super Senior Percentage
and (b) the sum of the amounts set forth in Section
[4.02(a)(ii)(Y)(A), (B), (C), (D) and (E)].
[Super Senior
Percentage : As of any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Super Senior Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of all Senior Certificates (other
than the Class A-P Certificates) immediately prior to such
Distribution Date.]
[TAC Certificates
: Any Class [___]
Certificate.]
[TAC Distribution
Amount : As of any
Distribution Date, the amount required to reduce the Certificate
Principal Balances of the TAC Certificates to their Targeted
Principal Balances as of such Distribution Date.]
[Targeted Principal
Balances : With respect
to the TAC Certificates and each Distribution Date, the amount set
forth for such Certificates on such Distribution Date on Exhibit
[__] hereto.]
Uncertificated Accrued
Interest : With respect
to each Distribution Date, (i) as to each Uncertificated REMIC I
Regular Interest other than each Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the
definition thereof on the Related Classes of Certificates if the
Pass-Through Rate on such Classes were equal to the Uncertificated
Pass-Through Rate on such Uncertificated REMIC I Regular Interest,
(ii) as to each Uncertificated REMIC I Regular Interest Z and each
Uncertificated REMIC II Regular Interest Z, an amount equal to one
month’s interest at the Pool Strip Rate of the related
Mortgage Loan on the principal balance of such Mortgage Loan
reduced by such Interest’s pro-rata share of any prepayment
interest shortfalls or other reductions of interest allocable to
the Class A-V Certificates.
Uncertificated Pass-Through
Rate : With respect to
each of the Uncertificated REMIC I Regular Interests the per annum
rate specified in the definition of Uncertificated REMIC I Regular
Interests. With respect to each Uncertificated REMIC I Regular
Interest Z and each Uncertificated REMIC II Regular Interest Z, the
Pool Strip Rate for the related Mortgage Loan.
Uncertificated Principal
Balance : With respect to
each Uncertificated REMIC I Regular Interest, as defined in the
definition of Uncertificated REMIC I Regular Interests.
Uncertificated REMIC I Regular
Interests : [Insert all
REMIC Regular Interests in lower tier REMICS.] The Uncertificated
REMIC I Regular Interests Z together with the interests identified
in the table below, each representing an undivided beneficial
ownership interest in REMIC I, and having the following
characteristics:
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1.
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The principal balance from time to
time of each Uncertificated REMIC I Regular Interest identified in
the table below shall be the amount identified as the Initial
Principal Balance thereof in such table, minus (ii) the sum of (x)
the aggregate of all amounts previously deemed distributed with
respect to such interest and applied to reduce the Uncertificated
Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y)
the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated Principal
Balance of such Uncertificated REMIC I Regular Interest pursuant to
Section 10.04(d), which equals the aggregate principal balance of
the Classes of Certificates identified as related to such
Uncertificated REMIC I Regular Interest in such table.
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2.
|
The Uncertificated Pass-Through Rate
for each Uncertificated REMIC I Regular Interest identified in the
table below shall be the per annum rate set forth in the
Pass-Through Rate column of such table.
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3.
|
The Uncertificated REMIC I
Distribution Amount for each REMIC I Regular Interest identified in
the table below shall be, for any Distribution Date, the amount
deemed distributed with respect to such Uncertificated REMIC I
Regular Interest on such Distribution Date pursuant to the
provisions of Section 10.04(a).
|
|
Uncertificated REMIC I Regular
Interest
|
Related Classes of Certificates
|
Pass-Through Rate
|
Initial Principal Balance
|
|
V
|
Class [______________]
|
[____]%
|
$[_______]
|
|
W
|
Class [______________]
|
[____]%
|
$[_______]
|
|
X
|
Class [______________]
|
[____]%
|
$[_______]
|
|
Y
|
Class [______________]
|
[____]%
|
$[_______]
|
Uncertificated REMIC I Regular
Interests Z : The [___]
uncertificated partial undivided beneficial ownership interests in
the Trust Fund, numbered sequentially from 1 to [___], each
relating to the particular Mortgage Loan identified by such
sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective Pool
Strip Rate on the Stated Principal Balance of the related Mortgage
Loan.
Uncertificated REMIC I Regular
Interests Z Distribution Amount : With respect to any Distribution Date, the sum
of the amounts deemed to be distributed on the Uncertificated REMIC
I Regular Interests Z for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC I Regular
Interest Distribution Amounts : With respect to each Uncertificated REMIC I
Regular Interest, other than the Uncertificated REMIC I Regular
Interests Z, the amount specified as the Uncertificated REMIC I
Regular Interest Distribution Amount with respect thereto in the
definition of Uncertificated REMIC I Regular Interests. With
respect to the Uncertificated REMIC I Regular Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution
Amount.
[ Uncertificated REMIC II Regular
Interests Z : Each of the [___] uncertificated partial
undivided beneficial ownership interests in REMIC II numbered
sequentially from 1 through [___] each relating to the identically
numbered Uncertificated REMIC I Regular Interests Z, each having no
principal balance and bearing interest at a rate equal to the
related Pool Strip Rate on the Stated Principal Balance of the
Mortgage Loan related to the identically numbered Uncertificated
REMIC I Regular Interests Z, comprising such Uncertificated REMIC
II Regular Interest’s pro rata share of the amount
distributed pursuant to Sections 10.04(a) and (b).]
[ Uncertificated REMIC II Regular
Interests Distribution Amount : With respect to any
Distribution Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.02(a).]
Underwriter
: [_____________].
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Section 1.02
|
Use of Words and Phrases .
|
“Herein,”
“hereby,” “hereunder,”
“hereof,” “hereinbefore,”
“hereinafter” and other equivalent words refer to the
Pooling and Servicing Agreement as a whole. All references herein
to Articles, Sections or Subsections shall mean the corresponding
Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the
singular and the plural.
|
|
Section 1.03
|
[Determination of
LIBOR .
|
LIBOR applicable to the calculation
of the Pass-Through Rates on the Floater Certificates and Inverse
Floater Certificates, if any, for any Interest Accrual Period
(other than the initial Interest Accrual Period) will be determined
on each LIBOR Rate Adjustment Date.
On each LIBOR Rate Adjustment Date,
LIBOR shall be established by the Trustee and, as to any Interest
Accrual Period, will equal the rate for one month United States
dollar deposits that appears on the Telerate Screen Page 3750 as of
11:00 a.m., London time, on such LIBOR Rate Adjustment Date.
“Telerate Screen Page 3750” means the display
designated as page 3750 on the Telerate Service (or such other page
as may replace page 3750 on that service for the purpose of
displaying London interbank offered rates of major banks). If such
rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer
offered, LIBOR shall be so established by use of such other service
for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Master Servicer), the rate will
be the Reference Bank Rate. The “Reference Bank Rate”
will be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the reference banks (which shall be any
three major banks that are engaged in transactions in the London
interbank market, selected by the Trustee after consultation with
the Master Servicer) as of 11:00 a.m., London time, on the LIBOR
Rate Adjustment Date to prime banks in the London interbank market
for a period of one month in amounts approximately equal to, with
respect to each of the Floater Certificates and Inverse Floater
Certificates, the Certificate Principal Balances of the Floater
Certificates and Inverse Floater Certificates, respectively, then
outstanding. The Trustee will request the principal London office
of each of the reference banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate will be the
arithmetic mean of the quotations rounded up to the next multiple
of 1/16%. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer, as of 11:00
a.m., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts
approximately equal to, with respect to each of the Floater
Certificates and Inverse Floater Certificates, the Certificate
Principal Balances of the Floater Certificates and Inverse Floater
Certificates, respectively, then outstanding. If no such quotations
can be obtained, the rate will be LIBOR for the prior Distribution
Date.
The establishment of LIBOR by the
Trustee on any LIBOR Rate Adjustment Date and the Trustee’s
subsequent calculation of the Pass-Through Rates applicable to each
of the Floater Certificates and Inverse Floater Certificates for
the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the results of its determination of LIBOR on such date.
Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rates on each of the
Floater Certificates and Inverse Floater Certificates for the
current and the immediately preceding Interest Accrual
Period.]
ARTICLE II
CONVEYANCE OF MORTGAGE
LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES
|
|
Section 2.01
|
Conveyance of Mortgage Loans. (See Section 2.01
of the Standard Terms)
|
|
|
Section 2.02
|
Acceptance by Trustee. (See Section 2.02 of the
Standard Terms)
|
|
|
Section 2.03
|
Representations, Warranties and
Covenants
|
of the Master Servicer and the
Company .
(a)
For representations,
warranties and covenants of the Master Servicer, see Section
2.03(a) of the Standard Terms.
(b)
The Company hereby represents
and warrants to the Trustee for the benefit of Certificateholders
that as of the Closing Date (or, if otherwise specified below, as
of the date so specified):
(i) No
Mortgage Loan is 30 or more days Delinquent in payment of principal
and interest as of the Cut-off Date and no Mortgage Loan has been
so Delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The
information set forth in Exhibit One hereto with respect to each
Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The
Mortgage Loans are fully-amortizing (subject to interest only
periods, if applicable), fixed-rate mortgage loans with level
Monthly Payments due, with respect to a majority of the Mortgage
Loans, on the first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To
the best of the Company’s knowledge, except with respect to
[___] Mortgage Loans representing approximately [___]% of the
Mortgage Loans by aggregate Stated Principal Balance, 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 [___]% of the [Mortgage] [Group CB] 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
and no more than [___]% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California[;
and no more than [___]% of the [Group NB] 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 and no
more than [___]% of the [Mortgage] [Group CB] Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area outside
California];
(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 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 Tru
