RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF OCTOBER 1, 2001,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2001
Mortgage Pass-Through Certificates
Series 2001-S23
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................................6
Section 1.02 Use of Words and Phrases..............................................................29
Section 1.03 Determination of LIBOR................................................................29
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).......................................................................30
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......................30
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................................30
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)................................................................................33
Section 2.05 Execution and Authentication of Certificates..........................................33
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
Acceptance by the Trustee.............................................................33
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III.............................34
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........................35
Section 4.02 Distributions.........................................................................35
Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through (d) of the
Standard Terms and Exhibit Four attached hereto)......................................51
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).............................51
Section 4.05 Allocation of Realized Losses.........................................................51
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)...................................................53
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms).......................................................................53
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................................53
Section 4.09 Distributions on the Uncertificated REMIC I Regular Interests.........................53
Section 4.10 Distributions on the Uncertificated REMIC II Regular Interests........................53
Section 4.11 Distributions on the Uncertificated Class A-V REMIC Regular
Interests.............................................................................55
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (See Section 5.01 of the Standard Terms)...........................56
Section 5.02. Registration of Transfer and Exchange of Certificates.................................56
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the
Standard Terms).......................................................................56
Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard Terms)......................56
Section 5.05. Appointment of Paying Agent. (See Section 5.05 of the Standard
Terms)................................................................................56
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)......................61
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms).................................................61
Section 10.03 Designation of REMIC(s)...............................................................61
Section 10.04 [Reserved]............................................................................61
Section 10.05 Compliance with Withholding Requirements..............................................61
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................................62
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)................................................................................62
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms).......................................................................62
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............................62
Section 11.05 Notices...............................................................................62
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)...................................................................63
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms).................63
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms).......................................................................63
Section 11.09 Allocation of Voting Rights...........................................................63
ARTICLE XII
[RESERVED]
EXHIBITS
Exhibit One: Mortgage Loan Schedule for Loan Group 1
Exhibit Two: Mortgage Loan Schedule for Loan Group 2
Exhibit Three: Schedule of Discount Fractions
Exhibit Four: Information to be Included in
Monthly Distribution Date Statement
Exhibit Five: Standard Terms of Pooling and Servicing
Agreement dated as of July 1, 2001
Exhibit Six: Aggregate Planned Principal Balances
This is a Series Supplement, dated as of October 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of July 1, 2001 and attached as Exhibit Five hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as "REMIC I." The
Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein). A segregated
pool of assets consisting of the Uncertificated REMIC I Regular Interests will
be designated as "REMIC II" and the REMIC Administrator will make a separate
REMIC election with respect thereto. The Uncertificated REMIC II Regular
Interests will be "regular interests" in REMIC II and the Class R-II
Certificates will be the sole class of "residual interests" in REMIC II for
purposes of the REMIC Provisions. A segregated pool of assets consisting of the
Uncertificated REMIC II Regular Interests will be designated as "REMIC III" and
the REMIC Administrator will make a separate REMIC election with respect
thereto. The Class 1-A-1 Certificates, Class 1-A-2 Certificates, Class 1-A-3
Certificates, Class 1-A-4 Certificates, Class 1-A-5 Certificates, Class 1-A-6
Certificates, Class 1-A-7 Certificates, Class 1-A-8 Certificates, Class 1-A-9
Certificates, Class 1-A-10 Certificates, Class 1-A-11 Certificates, Class 1-A-12
Certificates, Class 1-A-13 Certificates, Class 1-A-14 Certificates, Class 1-A-15
Certificates, Class 1-A-16 Certificates, Class 1-A-17 Certificates, Class 1-A-18
Certificates, Class 1-A-19 Certificates, Class 1-A-20 Certificates, Class 1-A-P
Certificates, Class 2- A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3
Certificates, Class 2-A-4 Certificates, Class 2-A-5 Certificates, Class 2-A-6
Certificates, Class 2-A-7 Certificates, Class 2-A-8 Certificates, Class 2-A-9
Certificates, Class 2-A-10 Certificates, Class 2-A-11 Certificates, Class 2-A-12
Certificates, Class 2-A-13 Certificates, Class 2-A-P Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates, Uncertificated
Class 1-A-V REMIC Regular Interests and Uncertificated Class 2-A-V REMIC Regular
Interests will be "regular interests" in REMIC III and the Class R-III
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions. The Class 1-A-V and Class 2-A-V Certificates will
represent the entire beneficial ownership interest in the Uncertificated Class
1-A-V REMIC Regular Interests and the Uncertificated Class 2-A-V
REMIC Regular Interests, respectively.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
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.
Uncertificated
REMIC I Pass- Initial Uncertificated Latest
Designation Through Rate Principal Balance Possible Maturity(1)
----------- ------------ ----------------- --------------------
REMIC I Regular Interest 6.75% $ 412,464,927.00 October 25, 2031
LT-1A
REMIC I Regular Interest 6.50% $ 129,069,962.95 October 25, 2031
LT-2A
REMIC I Regular Interest 6.50% $ 100.00 October 25, 2031
LT-2R
REMIC I Regular Interest 0.00% $ 1,136,409.09 October 25, 2031
LT-1P
REMIC I Regular Interest 0.00% $ 11,377.14 October 25, 2031
LT-2P
REMIC I Group 1 (2) N/A (3) October 25, 2031
Regular Interests
REMIC I Group 2 (2) N/A (3) October 25, 2031
Regular Interests
-------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated REMIC I
Pass-Through Rate" herein
(3) The REMIC I Group 1 IO Regular Interests and REMIC I Group 2 IO Regular
Interests have no Uncertificated Principal Balance.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC II Pass-
-2-
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 REMIC I Regular Interests. None
of the Uncertificated REMIC II Regular Interests will be certificated.
Uncertificated
REMIC I
Pass-Through Initial Uncertificated Latest
Designation Rate Principal Balance Possible Maturity(1)
----------- ---- ----------------- --------------------
REMIC II Regular Interest Variable (2) $ 1,240.89 October 25, 2031
MT-1SUB
REMIC II Regular Interest 6.75% $ 41,246.49 October 25, 2031
MT-1Pool
REMIC II Regular Interest Variable (2) $ 387.29 October 25, 2031
MT-2SUB
REMIC II Regular Interest 6.50% $ 12,907.01 October 25, 2031
MT-2Pool
REMIC II Regular Interest Variable (2) $ 319,898,108.27 October 25, 2031
MT-X
REMIC II Regular Interest Variable (2) $ 35,000,000.00 October 25, 2031
MT-1A1
REMIC II Regular Interest Variable (2) $ 25,000,000.00 October 25, 2031
MT-1A3
REMIC II Regular Interest Variable (2) $ 8,000,000.00 October 25, 2031
MT-1A5
REMIC II Regular Interest Variable (2) $ 2,000,000.00 October 25, 2031
MT-1A6
REMIC II Regular Interest Variable (2) $ 1,882,000.00 October 25, 2031
MT-1A9
REMIC II Regular Interest Variable (2) $ 1,412,000.00 October 25, 2031
MT-1A10
REMIC II Regular Interest Variable (2) $ 2,353,000.00 October 25, 2031
MT-1A11
REMIC II Regular Interest Variable (2) $ 1,412,000.00 October 25, 2031
MT-1A12
REMIC II Regular Interest Variable (2) $ 1,832,000.00 October 25, 2031
MT-1A13
REMIC II Regular Interest Variable (2) $ 46,104,000.00 October 25, 2031
MT-1A14
REMIC II Regular Interest Variable (2) $ 38,017,000.00 October 25, 2031
MT-1A15
REMIC II Regular Interest Variable (2) $ 14,193,000.00 October 25, 2031
MT-2A1
REMIC II Regular Interest Variable (2) $ 25,000,000.00 October 25, 2031
MT-2A4
REMIC II Regular Interest Variable (2) $ 19,376,000.00 October 25, 2031
MT-2A13
REMIC II Regular Interest 0.00% $ 1,136,409.09 October 25, 2031
Y
-3-
REMIC II Regular Interest 0.00% $ 11,377.14 October 25, 2031
Z
REMIC II Group 1 IO Variable (2) $ N/A (3) October 25, 2031
Regular Interests
REMIC II Group 2 IO Variable (2) $ N/A (3) October 25, 2031
Regular Interests
REMIC II Regular Interest Variable (2) $ N/A (3) October 25, 2031
MT-IO
-------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each
Uncertificated REMIC II Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated REMIC
II Pass-Through Rate" herein.
(3) The REMIC II Group 1 IO Regular Interests, the REMIC II Group 2 IO
Regular Interests and REMIC II Regular Interest MT- IO have no
Uncertificated Principal Balance.
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.
-4-
Aggregate
Initial
Certificate
Pass-Through Principal Maturity Minimum
Designation Rate Balance Features (1) Date Fitch/S&P Denominations (2)
Class 1-A-1 4.45% $35,000,000.00 Senior/PAC/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-2 6.75% $53,648,000.00 Senior/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-3 6.25% $25,000,000.00 Senior/Fixed Rate October 25, 2031 AAA/AAA $25,000
Super
Senior/Lockout/Fixed
Class 1-A-4 6.75% $40,850,000.00 Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-5 6.50% $8,000,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-6 6.50% $2,000,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Senior/Floater/
Adjustable Companion/Adjustable
Class 1-A-7 Rate (3) $112,007,117.00 Rate October 25, 2031 AAA/AAA $25,000
Senior/Inverse
Adjustable Floater/Companion/
Class 1-A-8 Rate (3) $29,038,883.00 Adjustable Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-9 6.50% $1,882,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-10 6.50% $1,412,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-11 6.50% $2,353,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-12 6.50% $1,412,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-13 6.50% $1,832,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 1-A-14 6.00% $46,104,000.00 Senior/PAC/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-15 5.50% $39,017,000.00 Senior/PAC/Fixed Rate October 25, 2031 AAA/AAA $25,000
--------
(1) The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5,
Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class M Certificates
shall be Book-Entry Certificates. The Class A-P, Class A-V, Class R and
Class B Certificates shall be delivered to the holders thereof in
physical form.
(2) The Certificates, other than the Class 1-A-6, 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 Certificates
that contains an uneven multiple of $1,000 shall be issued in a
denomination equal to the sum of the related minimum denomination set
forth above and such uneven multiple for such Class or the sum of such
denomination and an integral multiple of $1,000. The Class 1-A-6
Certificates shall be issuable in minimum denominations of not less
than a 10% Percentage Interest. 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%.
(3) Calculated in accordance with the definition of "Pass-Through Rate"
herein.
-5-
Senior/Interest
Class 1-A-16 6.75% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 1-A-17 6.75% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 1-A-18 6.75% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 1-A-19 6.75% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior
Support/Lockout/Fixed
Class 1-A-20 6.75% $500,000.00 Rate October 25, 2031 AAA/AAA $25,000
Class 2-A-1 5.50% $14,193,000.00 Senior/PAC/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Floater/
Adjustable Companion/Adjustable
Class 2-A-2 Rate (3) $27,657,882.00 Rate October 25, 2031 AAA/AAA $25,000
Senior/Inverse Floater/
Adjustable Companion/Adjustable
Class 2-A-3 Rate (3) $8,510,118.00 Rate October 25, 2031 AAA/AAA $25,000
Class 2-A-4 5.75% $25,000,000.00 Senior/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 2-A-5 6.50% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 2-A-6 6.50% $12,612,000.00 Senior/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 2-A-7 6.75% $1,150,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 2-A-8 6.25% $1,150,000.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 2-A-9 6.75% $1,297,500.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Class 2-A-10 6.25% $1,297,500.00 Senior/Retail/Fixed Rate October 25, 2031 AAA/AAA $1,000
Senior/Interest
Class 2-A-11 6.50% $0.00 Only/Fixed Rate October 25, 2031 AAA/AAA $25,000
Senior/Lockout/Fixed
Class 2-A-12 6.50% $12,953,000.00 Rate October 25, 2031 AAA/AAA $25,000
Class 2-A-13 5.50% $19,376,000.00 Senior/PAC/Fixed Rate October 25, 2031 AAA/AAA $25,000
Class 1-A-P 0.000% $1,136,409.09 Senior/Principal Only October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 1-A-V Variable Rate $0.00 Only/Variable Rate October 25, 2031 AAA/AAA 20%
Class 2-A-P 0.000% $11,377.14 Senior/Principal Only October 25, 2031 AAA/AAA $25,000
Senior/Interest
Class 2-A-V Variable Rate $0.00 Only/Variable Rate October 25, 2031 AAA/AAA 20%
Senior/Residual/Fixed
Class R-1 6.50% $100.00 Rate October 25, 2031 AAA/AAA 20%
Senior/Residual/Fixed
Class R-2 6.50% $100.00 Rate October 25, 2031 AAA/AAA 20%
Senior/Residual/Fixed
Class R-3 6.50% $100.00 Rate October 25, 2031 AAA/AAA 20%
-6-
Variable
Class M-1 Rate (4) $8,141,000.00 Mezzanine October 25, 2031 AA/NA $25,000
Variable
Class M-2 Rate (4) $3,256,000.00 Mezzanine October 25, 2031 A/NA $250,000
Variable
Class M-3 Rate (4) $1,900,000.00 Mezzanine October 25, 2031 BBB/NA $250,000
Variable
Class B-1 Rate(4) $1,085,000.00 Subordinate October 25, 2031 BB/NA $250,000
Variable
Class B-2 Rate (4) $814,000.00 Subordinate October 25, 2031 B/NA $250,000
Class B-3 Variable
Rate (4) $1,085,789.95 Subordinate October 25, 2031 NA/NA $250,000
The Mortgage Loans are comprised of two Loan Groups and have an
aggregate principal balance as of the Cut-off Date of $542,682,876.18.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
--------
(4) The Class, M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates will bear interest at a variable Pass-Through Rate
equal to the weighted average of the Uncertificated Pass-Through Rates
on each Uncertificated REMIC II Regular Interest ending with the
designation "SUB;" provided that, for purposes of such weighted
average, the Pass-Through Rate of REMIC II Regular Interest MT-1SUB
will be subject to a cap and a floor equal to the Uncertificated
Pass-Through Rate of REMIC II Regular Interest MT-1Pool and the
Pass-Through Rate of REMIC II Regular Interest MT-2SUB will be subject
to a cap and a floor equal to the Uncertificated Pass-Through Rate of
REMIC II Regular Interest MT-2 Pool. The Pass-Through Rate for the
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates with respect to the first interest accrual period is
expected to be approximately 6.6905% per annum.
-7-
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.
AGGREGATE PLANNED PRINCIPAL BALANCE: With respect to the PAC
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Six hereto.
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)
$149,919 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) 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, if any) having a Loan-to-Value Ratio at
origination which exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly Payment
for any Non-Primary Residence Loan remaining in the Mortgage
Pool (other than Additional Collateral Loans, if any) 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
-8-
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000, 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.
CERTIFICATE: Any Class A, 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 "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S23" and which must be an Eligible
Account.
CLASS A CERTIFICATE: Any one of the Group 1 Certificates or the Group 2
Certificates (other than the Class R Certificates), executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A.
CLASS A-V CERTIFICATE: Any one of the Class 1-A-V Certificates or Class
2-A-V Certificates
CLASS A-P CERTIFICATE: Any one of the Class 1-A-P Certificates or Class
2-A-P Certificates
CLASS R CERTIFICATE: Any one of the Class R-1 Certificates, Class R-2
Certificates or Class R-3 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.
CLOSING DATE: October 30, 2001.
CORPORATE TRUST OFFICE: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0126, Attention: Residential Funding Corporation Series 2001-S23.
CORRESPONDING CERTIFICATED INTERESTS: With respect to REMIC II Regular
Interest MT-1A1, the Class 1-A-1 Certificates; with respect to REMIC II Regular
Interest MT-1A3, the Class 1-A-3 Certificates; with respect to REMIC II Regular
Interest MT-1A5, the Class 1-A-5 Certificates; with
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respect to REMIC II Regular Interest MT-1A6, the Class 1-A-6 Certificates; with
respect to REMIC II Regular Interest MT-1A9, the Class 1-A-9 Certificates; with
respect to REMIC II Regular Interest MT-1A10, the Class 1-A-10 Certificates;
with respect to REMIC II Regular Interest MT-1A11, the Class 1-A-11
Certificates; with respect to REMIC II Regular Interest MT-1A12, the Class
1-A-12 Certificates; with respect to REMIC II Regular Interest MT-1A13, the
Class 1-A-13 Certificates; with respect to REMIC II Regular Interest MT-1A14,
the Class 1-A-14 Certificates; with respect to REMIC II Regular Interest
MT-1A15, the Class 1-A-15 Certificates; with respect to REMIC II Regular
Interest MT-2A1, the Class 2-A-1 Certificates; with respect to REMIC II Regular
Interest MT-2A4, the Class 2-A-4 Certificates; with respect to REMIC II Regular
Interest MT-2A13, the Class 2-A-13 Certificates; with respect to REMIC II
Regular Interest Y, the Class 1-A-P Certificates; with respect to REMIC II
Regular Interest Z, the Class 2-A-P Certificates; with respect to each REMIC II
Group 1 IO Regular Interest, the related Uncertificated Class 1-A-V REMIC
Regular Interest; and with respect to each REMIC II Group 2 IO Regular Interest,
the related Uncertificated Class 2-A-V REMIC Regular Interest.
CORRESPONDING UNCERTIFICATED INTERESTS: With respect to REMIC I Regular
Interest LT-1P, REMIC II Regular Interest Y; with respect to REMIC I Regular
Interest LT-2P, REMIC II Regular Interest Z; with respect to REMIC I Regular
Interest LT-2R, the Class R-2 Certificate; with respect to each REMIC I Group 1
IO Regular Interest, the related REMIC II Group 1 IO Regular Interest; with
respect to each REMIC I Group 2 IO Regular Interest, the related REMIC II Group
2 IO Regular Interest.
CUT-OFF DATE: October 1, 2001.
DETERMINATION DATE: With respect to any Distribution Date, the second
Business Day prior to each Distribution Date.
DISCOUNT NET MORTGAGE RATE: With respect to Loan Group 1, 6.75% per
annum. With respect to Loan Group 2, 6.50% per annum.
DUE PERIOD: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first 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 related Senior
Certificates, (ii) the related Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii)
the related Class A-P Principal Distribution Amount (determined without regard
to Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate
amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
FLOATER CERTIFICATES: Any one of the Class 1-A-7 Certificates or Class
2-A-2 Certificates.
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FRAUD LOSS AMOUNT: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off
Date, an amount equal to 1.00% 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 third 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) 0.50% 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 of this Series Supplement 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 1 CERTIFICATE: Any one of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 1-A-P and Class 1-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, each such Certificate (other than the Class
1-A-V and Class R-1 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 1 LOANS: The Mortgage Loans designated in Exhibit One.
GROUP 1 SENIOR CERTIFICATES: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A- 12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1- A-19 and Class 1-A-P
Certificates.
GROUP 1 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 Group 1 Certificates (other than
the Class 1-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
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Discount Mortgage Loan) in Loan Group 1 immediately prior to such Distribution
Date.
GROUP 1 SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group 1 remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(X) and
Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts
required to be distributed therefrom to the Group 1 Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvi).
GROUP 2 CERTIFICATE: Any one of the Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-P,
Class 2-A-V, Class R-1, Class R-2 and Class R-3 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 2-A-V and Class R-2 Certificates) representing an interest designated
as a "regular interest" in REMIC II for purposes of the REMIC Provisions, and
representing an undivided interest in Loan Group 2.
GROUP 2 LOANS: The Mortgage Loans designated in Exhibit Two.
GROUP 2 SENIOR CERTIFICATES: The Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9,
Class 2-A-10, Class 2-A-11, Class 2-A- 12, Class 2-A-13, Class 2-A-P, Class R-2
and Class R-3 Certificates.
GROUP 2 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 Group 2 Certificates (other than
the Class 2-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) in Loan Group 2 immediately prior to
such Distribution Date.
GROUP 2 SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group 2 remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(Y) and
Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts
required to be distributed therefrom to the Group 2 Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvi)
and (xvii).
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: $172,107, representing scheduled
principal amortization and interest at the Net Mortgage Rate during the Due
Period ending in October 2001, for those Mortgage
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Loans for which the Trustee will not be entitled to receive such payment in
accordance with the definition of "Trust Fund".
INITIAL NOTIONAL AMOUNT: With respect to REMIC II Regular Interest
MT-IO, $100. With respect to the Class 1-A-16 Certificates, $2,890,148.15. For
federal income tax purposes, however, the Initial Notional Amount of the Class
1-A-16 Certificates will be $39,017,000.00. With respect to the Class 1-A-17
Certificates, $21,383,814.81. For federal income tax purposes, however, the
Initial Notional Amount of the Class 1-A-17 Certificates will be $120,121,000.
With respect to the Class 1-A-18 Certificates, $1,851,851.85. For federal income
tax purposes, however, the Initial Notional Amount of the Class 1-A-18
Certificates will be $25,000,000.00. With respect to the Class 1-A-19
Certificates, $699,666.67. For federal income tax purposes, however, the Initial
Notional Amount of the Class 1-A-19 Certificates will be $18,891,000.00. With
respect to the Class 2-A-5 Certificates, $2,884,615.38. For federal income tax
purposes, however, the Initial Notional Amount of the Class 2-A-5 Certificates
will be $25,000,000.00. With respect to the Class 2-A-11 Certificates,
$5,164,461.54. For federal income tax purposes, however, the Initial Notional
Amount of the Class 2-A-11 Certificates will be $33,569,000.00. With respect to
any 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 Class A-V REMIC Regular Interests
represented by such Class or Subclass on such date.
INITIAL SUBORDINATE CLASS PERCENTAGE: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.50% Class B-1: 0.20%
Class M-2: 0.60% Class B-2: 0.15%
Class M-3: 0.35% Class B-3: 0.20%
INTEREST ACCRUAL PERIOD: With respect to any Certificates, other than
the Adjustable Rate Certificates, the calendar month preceding the month in
which the Distribution Date occurs. The Interest Accrual Period for the
Adjustable Rate Certificates is the one-month period commencing on the 25th day
of the month preceding the month in which the Distribution Date occurs and
ending on the 24th day of the month in which the Distribution Date occurs.
INTEREST ONLY CERTIFICATES: Any one of Class 1-A-16 Certificates, Class
1-A-17 Certificates, Class 1-A-18 Certificates, Class 1-A-19 Certificates, Class
2-A-5 Certificates, Class 2-A-11 Certificates, or any one of the Class A-V
Certificates. The Interest Only Certificates will have no Certificate Principal
Balance.
INVERSE FLOATER CERTIFICATES: Any one of Class 1-A-8 Certificates or
Class 2-A-3 Certificates.
LOAN GROUP: Loan Group 1 or Loan Group 2.
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LOAN GROUP 1: The group of Mortgage Loans comprised of the Group 1
Loans.
LOAN GROUP 2: The group of Mortgage Loans comprised of the Group 2
Loans.
LOCKOUT CERTIFICATES: Any one of the Class 1-A-4, Class 1-A-20 or
2-A-12 Certificates.
LOCKOUT PERCENTAGE: For any Distribution Date occurring prior to the
Distribution Date in November 2006, 0%. For any Distribution Date occurring
after the first five years following the Closing Date, a percentage determined
as follows: (i) for any Distribution Date during the sixth year after the
Closing Date, 30%; (ii) for any Distribution Date during the seventh year after
the Closing Date, 40%; (iii) for any Distribution Date during the eighth year
after the Closing Date, 60%; (iv) for any Distribution Date during the ninth
year after the Closing Date, 80%; and (v) for any Distribution Date thereafter,
100%.
MATURITY DATE: October 25, 2031, 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 (with respect to the Group 1 Loans) and Exhibit
Two (with respect to the Group 2 Loans) (as amended from time to time to reflect
the addition of Qualified Substitute Mortgage Loans), which list or lists shall
set forth the following information as to each Mortgage Loan in the related Loan
Group:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) the Pool Strip Rate ("STRIP");
(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;
and
(m) whether such Mortgage Loan constitutes a Group 1 Loan or Group
2 Loan.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
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NOTIONAL AMOUNT: As of any date of determination, the Notional Amount
of the Class 1-A- 16 Certificates is equal to 2/27 multiplied by the Certificate
Principal Balance of the Class 1-A-15 Certificates immediately prior to that
date. The initial Notional Amount of the Class 1-A-16 Certificates is
$2,890,148.15. For federal income tax purposes, however, the Notional Amount of
the Class 1-A-16 Certificates is the Uncertificated Principal Balance of REMIC
II Regular Interest MT-1A15. As of any date of determination, the Notional
Amount of the Class 1-A-17 Certificates is equal to the sum of (i) 46/135
multiplied by the Certificate Principal Balance of the Class 1-A-1 Certificates,
(ii) 3/27 multiplied by the Certificate Principal Balance of the Class 1-A-14
Certificates and (iii) 3/27 multiplied by the Certificate Principal Balance of
the Class 1-A-15 Certificates, in each case immediately prior to that date. The
initial Notional Amount of the Class 1-A-17 Certificates is $21,383,814.81. For
federal income tax purposes, however, the Notional Amount of the Class 1-A-17
Certificates is the aggregate of the Uncertificated Principal Balances of REMIC
II Regular Interests MT-1A1, MT-1A14 and MT-1A15. As of any date of
determination, the Notional Amount of the Class 1-A-18 Certificates is equal to
2/27 multiplied by the Certificate Principal Balance of the Class 1-A-3
Certificates immediately prior to that date. The initial Notional Amount of the
Class 1-A-18 Certificates is $1,851,851.85. For federal income tax purposes,
however, the Notional Amount of the Class 1-A-18 Certificates is the
Uncertificated Principal Balance of REMIC II Regular Interest MT-1A3. As of any
date of determination, the Notional Amount of the Class 1-A-19 Certificates is
equal to the sum of (i) 1/27 multiplied by the Certificate Principal Balance of
the Class 1-A-5 Certificates, (ii) 1/27 multiplied by the Certificate Principal
Balance of the Class 1-A-6 Certificates, (iii) 1/27 multiplied by the
Certificate Principal Balance of the Class 1-A-9 Certificates, (iv) 1/27
multiplied by the Certificate Principal Balance of the Class 1-A-10
Certificates, (v) 1/27 multiplied by the Certificate Principal Balance of the
Class 1-A-11 Certificates, (vi) 1/27 multiplied by the Certificate Principal
Balance of the Class 1-A-12 Certificates and (vii) 1/27 multiplied by the
Certificate Principal Balance of the Class 1-A-13 Certificates, in each case
immediately prior to that date. The initial Notional Amount of the Class 1-A-19
Certificates is $699,666.67. For federal income tax purposes, however, the
Notional Amount of the Class 1-A-19 Certificates is the aggregate of the
Uncertificated Principal Balances of REMIC II Regular Interests MT-1A5, MT-1A6,
MT-1A9, MT-1A10, MT-1A11, MT-1A12, and MT-1A13. As of any date of determination,
the Notional Amount of the Class 2-A-5 Certificates is equal to 3/26 multiplied
by the Certificate Principal Balance of the Class 2-A-4 Certificates immediately
prior to that date. The initial Notional Amount of the Class 2-A-5 Certificates
is $2,884,615.38. For federal income tax purposes, however, the Notional Amount
of the Class 2-A-5 Certificates is the Uncertificated Principal Balance of REMIC
II Regular Interest MT-2A4. As of any date of determination, the Notional Amount
of the Class 2-A-11 Certificates is equal to sum of (i) 2/13 multiplied by the
Certificate Principal Balance of the Class 2-A-1 Certificates and (ii) 2/13
multiplied by the Certificate Principal Balance of the Class 2-A-13
Certificates, in each case immediately prior to that date. The initial Notional
Amount of the Class 2-A-11 Certificates is $5,164,461.54. For federal income tax
purposes, however, the Notional Amount of the Class 1-A-19 Certificates is the
aggregate of the Uncertificated Principal Balances of REMIC II Regular Interests
MT-2A1 and MT-2A13. As of any date of determination, the Notional Amount of the
Variable Strip Certificates is equal to the aggregate Stated Principal Balance
of the Mortgage Loans corresponding to the applicable Uncertificated Class A-V
REMIC Regular Interests represented by such Class immediately prior to that
date. Reference to a Notional
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Amount with respect to any Interest Only Certificate is solely for convenience
in specific calculations and does not represent the right to receive any
distributions allocable to principal.
PASS-THROUGH RATE: With respect to the Class A Certificates (other than
the Floater, Inverse Floater, Class A-V and Principal Only 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 Class 1-A-7 Certificates and the initial Interest
Accrual Period, 3.46625% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.80%, subject to a maximum
rate of 8.50% per annum and a minimum rate of 0.80% per annum. With respect to
the Class 1-A-8 Certificates and the initial Interest Accrual Period,
19.4158928571% per annum, and as to any Interest Accrual Period thereafter, a
per annum rate equal to 29.70% minus the product of LIBOR and 3.8571428571,
subject to a maximum rate of 29.70% per annum and a minimum rate of 0.00% per
annum. With respect to the Class 2-A-2 Certificates and the initial Interest
Accrual Period, 3.43% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.80%, subject to a maximum
rate of 8.50% per annum and a minimum rate of 0.80% per annum. With respect to
the Class 2-A-3 Certificates and the initial Interest Accrual Period, 16.4775%
per annum, and as to any Interest Accrual Period thereafter, a per annum rate
equal to 25.025% minus the product of LIBOR and 3.25, subject to a maximum rate
of 25.025% per annum and a minimum rate of 0.00% per annum. For federal income
tax purposes, the Pass-Through Rate of the Class 1-A-16 Certificates will be
0.50%, and when such Pass-Through Rate is multiplied by a Notional Amount equal
to the Uncertificated Principal Balance of Uncertificated REMIC II Regular
Interest MT-1A15, the resulting Accrued Certificate Interest will be the
economic equivalent of the Accrued Certificate Interest resulting under the
definition thereof. For federal income tax purposes, the Pass-Through Rate of
the Class 1-A-17 Certificates will be the sum of 2.3% applied to a Notional
Amount equal to the Uncertificated Principal Balance of REMIC II Regular
Interest MT-1A1, 0.75% applied to a Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest MT-1A14 and 0.75% applied to a
Notional Amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest MT- 1A15, and when such Pass-Through Rate is multiplied by such
Notional Amount, the resulting Accrued Certificate Interest will be the economic
equivalent of the Accrued Certificate Interest resulting under the definition
thereof. For federal income tax purposes, the Pass-Through Rate of the Class
1-A-18 Certificates will be 0.50%, and when such Pass-Through Rate is multiplied
by a Notional Amount equal to the Uncertificated Principal Balance of
Uncertificated REMIC II Regular Interest MT-1A3, the resulting Accrued
Certificate Interest will be the economic equivalent of the Accrued Certificate
Interest resulting under the definition thereof. For federal income tax
purposes, the Pass-Through Rate of the Class 1-A-19 Certificates will be 0.25%,
and when such Pass-Through Rate is multiplied by a Notional Amount equal to the
aggregate Uncertificated Principal Balance of Uncertificated REMIC II Regular
Interests MT-1A5, MT-1A6, MT-1A9, MT-1A10, MT-1A11, MT- 1A12, and MT-1A13, the
resulting Accrued Certificate Interest will be the economic equivalent of the
Accrued Certificate Interest resulting under the definition thereof. For federal
income tax purposes, the Pass-Through Rate of the Class 2-A-5 Certificates will
be 0.75%, and when such Pass- Through Rate is multiplied by a Notional Amount
equal to the Uncertificated Principal Balance of Uncertificated REMIC II Regular
Interest MT-2A4, the resulting Accrued Certificate Interest will
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be the economic equivalent of the Accrued Certificate Interest resulting under
the definition thereof. For federal income tax purposes, the Pass-Through Rate
of the Class 2-A-11 Certificates will be 1.00%, and when such Pass-Through Rate
is multiplied by a Notional Amount equal to the Uncertificated Principal Balance
of Uncertificated REMIC II Regular Interest MT-2A1 and MT- 2A13, the resulting
Accrued Certificate Interest will be the economic equivalent of the Accrued
Certificate Interest resulting under the definition thereof. 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 in the related Loan Group as of the Due
Date in the related Due Period, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans as of the day immediately preceding
such Distribution Date (or, with respect to the initial Distribution Date, at
the close of business on the Cut-off Date). With respect to the Class 1-A-V
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.2396% per annum. With respect to the Class 2-A-V Certificates and the
initial Distribution Date, the Pass-Through Rate is equal to 0.4630% 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 applicable
Uncertificated Class A-V REMIC Regular Interests 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.
PREPAYMENT ASSUMPTION: A prepayment assumption of 300% of the
prepayment speed assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The prepayment speed assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% 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 0.2% per annum in each succeeding month until
the thirtieth month, and a constant 6% per annum rate of prepayment thereafter
for the life of the mortgage loans.
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 November 2006 (unless the Certificate Principal Balances of the
related Senior Certificates (other than the Class A-P Certificates)
have been reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate
Certificates then outstanding with
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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.
PRINCIPAL ONLY CERTIFICATES: Any one of the Class 1-A-P Certificates or
Class 2-A-P Certificates.
REMIC I: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made (except as provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral securing such Mortgage Loans,
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(ii) all payments on 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 Pledged Assets for any Pledged Asset Loan,
including amounts on deposit in the Initial Monthly Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been
acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies,
if any, the Pledged Assets with respect to each Pledged Asset
Loan, and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election specifically excludes
the Initial Monthly Payment Fund.
REMIC I CERTIFICATES: The Class R-1 Certificates.
REMIC I WEIGHTED AVERAGE RATE: The weighted average of the
Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT-1A,
REMIC I Regular Interest LT-2A and REMIC I Regular Interest LT-2R.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Uncertificated REMIC II Regular Interests and
the Class R-2 Certificates pursuant to Section 2.06, with respect to which a
separate REMIC election is to be made.
REMIC III: The segregated pool of assets consisting of the
Uncertificated REMIC II Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Class 1-A-1, Class 1- A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15,
Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class
2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-13, Class 1-A-P, Class 2-A-P, Class 1-A-V, Class 2-A-V, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and R-2 Certificates pursuant to
Section 2.06, with respect to which a separate REMIC election is to be made.
REMIC III CERTIFICATES: Any of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
2- A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class
2-A-12, Class 2-A-
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13, Class 1-A-P, Class 2-A-P, Class 1-A-V, Class 2-A-V, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and R-3 Certificates.
SENIOR CERTIFICATE: Any one of the Class A Certificates or Class R
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A
and Exhibit D, respectively.
SENIOR PERCENTAGE: The Group 1 Senior Percentage, with respect to Loan
Group 1, or the Group 2 Senior Percentage, with respect to Loan Group 2.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: The Group 1 Senior Principal
Distribution Amount or Group 2 Senior Principal Distribution Amount.
SENIOR SUPPORT CERTIFICATES: Any of the Class 1-A-20 Certificates.
SPECIAL HAZARD AMOUNT: As of any Distribution Date, an amount equal to
$5,426,829 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) 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 47.9%
(which percentage is equal to the percentage of Mortgage Loans 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
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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 BALANCE RATIO: The desired ratio between the Uncertificated
Principal Balances of REMIC II Regular Interests MT-1SUB AND MT-2SUB, equal to
the ratio of (1) the excess of (x) the Uncertificated Principal Balance of REMIC
I Regular Interest LT-1A over (y) the Certificate Principal Balance of the Group
1 Senior Certificates to (2) the excess of (x) the aggregate Uncertificated
Principal Balance of REMIC I Regular Interests LT-2A and LT-2R over (y) the
Certificate Principal Balance of the Group 2 Senior Certificates.
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)(Y)(A) of this Series Supplement (without
giving effect to the Senior Percentage) 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) of this
Series Supplement (without giving effect to the Senior Accelerated Distribution
Percentage) 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 (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 such Distribution Date to the extent
of Eligible Funds 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 of the Class 1-A-4 Certificates.
SUPER SENIOR OPTIMAL PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date on or after the Credit Support Depletion Date and the Super
Senior Certificates relating to a Loan Group, the product of (a) the
then-applicable Super Senior Optimal Percentage and (b) the related Senior
Principal Distribution Amount.
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SUPER SENIOR OPTIMAL PERCENTAGE: As to any Distribution Date on or
after the Credit Support Depletion Date and the Super Senior Certificates
relating to a Loan Group, a fraction, expressed as a percentage, the numerator
of which is the Certificate Principal Balance of the applicable Super Senior
Certificates immediately prior to such Distribution Date and the denominator of
which is the aggregate Certificate Principal Balance of the related Senior
Certificates (other than the related Class A-P Certificates) immediately prior
to such Distribution Date.
TRUST FUND: REMIC I, REMIC II, REMIC III and the Initial Monthly
Payment Fund.
UNCERTIFICATED CLASS A-V REMIC REGULAR INTERESTS: The Uncertificated
Class 1-A-V REMIC Regular Interests or Uncertificated Class 2-A-V REMIC Regular
Interests
UNCERTIFICATED CLASS 1-A-V REMIC ACCRUED INTEREST: With respect to each
Distribution Date, as to each Uncertificated Class 1-A-V REMIC Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated Class 1-A-V REMIC Pass-Through
Rate and the notional amount of such uncertificated interest was equal to the
related Uncertificated Class 1-A-V REMIC Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class 1-A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated Class 1-A-V REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Class 1-A-V REMIC Notional Amount and such Distribution Date. For
federal income tax purposes, however, with respect to each Distribution Date, as
to each Uncertificated Class 1-A-V REMIC Regular Interest, an amount equal to
100% of the interest paid on the related REMIC II Group 1 IO Regular Interest.
UNCERTIFICATED CLASS 1-A-V REMIC NOTIONAL AMOUNT: With respect to each
Uncertificated Class 1-A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC II Group 1 IO Notional Amount.
UNCERTIFICATED CLASS 1-A-V REMIC PASS-THROUGH RATE: With respect to
each Uncertificated Class 1-A-V REMIC Regular Interest, the related
Uncertificated REMIC II Pass-Through Rate.
UNCERTIFICATED CLASS 1-A-V REMIC REGULAR INTERESTS: The 849
uncertificated partial undivided beneficial ownership interests in the Trust
Fund numbered sequentially from 1 through 849 each relating to the particular
Group 1 Loan identified by sequential number on the Mortgage Loan Schedule, each
having no principal balance, and each bearing the respective Pool Strip Rate on
the Stated Principal Balance of the related Mortgage Loan.
UNCERTIFICATED CLASS 2-A-V REMIC ACCRUED INTEREST: With respect to each
Distribution Date, as to each Uncertificated Class 2-A-V REMIC Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition
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thereof on each such uncertificated interest, if the Pass-Through Rate on such
uncertificated interest was equal to the related Uncertificated Class 2-A-V
REMIC Pass-Through Rate and the notional amount of such uncertificated interest
was equal to the related Uncertificated Class 2-A-V REMIC Notional Amount;
provided, that any reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses
or other amounts to the Class 2-A-V Certificateholders pursuant to Section 4.05
hereof shall be allocated to the Uncertificated Class 2-A-V REMIC Regular
Interests pro rata in accordance with the amount of interest accrued with
respect to each related Uncertificated Class 2-A-V REMIC Notional Amount and
such Distribution Date. For federal income tax purposes, however, with respect
to each Distribution Date, as to each Uncertificated Class 2-A-V REMIC Regular
Interest, an amount equal to 100% of the interest paid on the related REMIC II
Group 2 IO Regular Interest.
UNCERTIFICATED CLASS 2-A-V REMIC NOTIONAL AMOUNT: With respect to each
Uncertificated Class 2-A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC II Group 2 IO Notional Amount.
UNCERTIFICATED CLASS 2-A-V REMIC PASS-THROUGH RATE: With respect to
each Uncertificated Class 2-A-V REMIC Regular Interest, the related
Uncertificated REMIC II Pass-Through Rate.
UNCERTIFICATED CLASS 2-A-V REMIC REGULAR INTERESTS: The 319
uncertificated partial undivided beneficial ownership interests in the Trust
Fund numbered sequentially from 1 through 319 each relating to the particular
Group 2 Loan identified by sequential number on the Mortgage Loan Schedule, each
having no principal balance, and each bearing the respective Pool Strip Rate on
the Stated Principal Balance of the related Mortgage Loan.
UNCERTIFICATED NOTIONAL AMOUNT: With respect to the REMIC I Group 1 IO
Regular Interests, the related Uncertificated REMIC I Group 1 IO Notional
Amount; with respect to the REMIC I Group 2 IO Regular Interests, the related
Uncertificated REMIC I Group 2 IO Notional Amount; with respect to the REMIC II
Group 1 IO Regular Interests, the related Uncertificated REMIC II Group 1 IO
Notional Amount; with respect to the REMIC II Group 2 IO Regular Interests, the
related Uncertificated REMIC II Group 2 IO Notional Amount; and with respect to
REMIC II Regular Interest MT-IO, the Uncertificated Principal Balance of REMIC I
Regular Interest LT-2R.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to each Uncertificated
REMIC I Regular Interest (other than the REMIC I Group 1 IO Regular Interests
and the REMIC I Group 2 IO Regular Interests) on any date of determination, an
amount equal to (A)(i) $412,464,927.00 with respect to REMIC I Regular Interest
LT-1A, (ii) $129,069,962.65 with respect to REMIC I Regular Interest LT-2A,
(iii) $100.00 with respect to REMIC I Regular Interest LT-2R, (iv) $1,136,409.09
with respect to REMIC I Regular Interest LT-1P and (v) $11,377.14 with respect
to REMIC I Regular Interest LT-2P, minus (B) 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
4.09(a)(ii) and (y) the aggregate of all reductions in Uncertificated Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed
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allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I
Regular Interest pursuant to Section 4.09(d). With respect to each
Uncertificated REMIC II Regular Interest (other than the REMIC II Group 1 IO
Regular Interests and the REMIC II Group 2 IO Regular Interests) on any date of
determination, an amount equal to (A)(i) $1,240.89 with respect to REMIC II
Regular Interest MT-1SUB, (ii) $41,246.49 with respect to REMIC II Regular
Interest MT-1Pool, (iii) $387.29 with respect to REMIC II Regular Interest
MT-2SUB, (iv) $12,907.01 with respect to REMIC II Regular Interest MT-2Pool, (v)
$319,898,108.27 with respect to REMIC II Regular Interest MT-X, (vi)
$35,000,000.00 with respect to REMIC II Regular Interest MT-1A1, (vii)
$25,000,000.00 with respect to REMIC II Regular Interest MT-1A3, (viii)
$8,000,000.00 with respect to REMIC II Regular Interest MT-1A5, (ix)
$2,000,000.00 with respect to REMIC II Regular Interest MT-1A6, (x)
$1,882,000.00 with respect to REMIC II Regular Interest MT-1A9, (xi)
$1,412,000.00 with respect to REMIC II Regular Interest MT-1A10, (xii)
$2,353,000.00 with respect to REMIC II Regular Interest MT-1A11, (xiii)
$1,412,000.00 with respect to REMIC II Regular Interest MT-1A12, (xiv)
$1,832,000.00 with respect to REMIC II Regular Interest MT- 1A13, (xv)
$46,104,000.00 with respect to REMIC II Regular Interest MT-1A14, (xvi)
$38,017,000.00 with respect to REMIC II Regular Interest MT-1A15, (xvii)
$14,193,00.00 with respect to REMIC II Regular Interest MT-2A1, (xviii)
$25,000,000.00 with respect to REMIC II Regular Interest MT-2A4, (xix)
$19,376,000.00 with respect to REMIC II Regular Interest MT- 2A13, (xx)
$1,136,409 with respect to REMIC II Regular Interest Y and (xxii) $11,377.00
with respect to REMIC II Regular Interest Z, minus (B) 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 4.09(a)(ii) and (y) the aggregate of all reductions in
Uncertificated Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC II Regular Interest pursuant to
Section 4.09(d).
UNCERTIFICATED REMIC I ACCRUED INTEREST: With respect to each
Distribution Date, as to any REMIC I Regular Interest (other than REMIC I
Regular Interest LT-1P and REMIC I Regular Interest LT-2P), interest accrued
during the related Interest Accrual Period at the related Uncertificated
Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated
Notional Amount thereof immediately prior to such Distribution Date.
Uncertificated REMIC I Accrued Interest will be calculated on the basis of a
360-day year, consisting of twelve 30-day months. In each case Uncertificated
REMIC I Accrued Interest on any REMIC I Regular Interest (other than REMIC I
Regular Interest LT-1P and REMIC I Regular Interest LT-2P) will be reduced by
the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by the Master Servicer with a payment of Compensating Interest
as provided in Section 4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses), (iii) the interest portion of Advances that were (A)
previously made with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess
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Bankruptcy Losses or Extraordinary Losses, and (iv) any other interest
shortfalls, including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or
similar legislation or regulations as in effect from time to time, with all such
reductions allocated among all of the REMIC I Regular Interests (other than
REMIC I Regular Interest LT-1P and REMIC I Regular Interest LT-2P) in proportion
to their respective amounts of Uncertificated REMIC I Accrued Interest payable
on such Distribution Date absent such reductions.
UNCERTIFICATED REMIC II ACCRUED INTEREST: With respect to each
Distribution Date, as to any Uncertificated REMIC II Regular Interest (other
than REMIC II Regular Interest Y and REMIC I Regular Interest Z), interest
accrued during the related Interest Accrual Period at the related Uncertificated
Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated
Notional Amount thereof immediately prior to such Distribution Date.
Uncertificated REMIC II Accrued Interest will be calculated on the basis of a
360-day year, consisting of twelve 30-day months. In each case Uncertificated
REMIC II Accrued Interest on any Uncertificated REMIC II Regular Interest (other
than REMIC II Regular Interest Y and REMIC II Regular Interest Z) will be
reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage
Loans (to the extent not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01), (ii) the interest portion
(adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan)) of Realized Losses on all Mortgage Loans
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses), (iii) the interest portion of Advances that
were (A) previously made with respect to a Mortgage Loan or REO Property on all
Mortgage Loans which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
and (iv) any other interest shortfalls, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Uncertificated REMIC II Regular Interests (other than REMIC II Regular Interest
Y and REMIC II Regular Interest Z) in proportion to their respective amounts of
Uncertificated REMIC I Accrued Interest payable on such Distribution Date absent
such reductions.
UNCERTIFICATED REMIC I GROUP 1 IO NOTIONAL AMOUNT: With respect to each
Uncertificated REMIC I Group 1 IO Regular Interest, the Stated Principal Balance
of the related Non-Discount Mortgage Loan.
UNCERTIFICATED REMIC I GROUP 1 IO REGULAR INTERESTS: The 849
uncertificated partial undivided beneficial ownership interests in REMIC I, each
relating to a Group 1 Mortgage Loan with a Net Mortgage Rate in excess of 6.75%,
each having no principal balance, and each bearing interest at the respective
Uncertificated REMIC I Pass-Through Rate on the Uncertificated REMIC I IO
Notional Amount.
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UNCERTIFICATED REMIC I GROUP 1 IO REGULAR INTEREST DISTRIBUTION
AMOUNTS: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC I Group 1 IO Regular Interests for
such Distribution Date pursuant to Section 4.09(a).
UNCERTIFICATED REMIC I GROUP 2 IO NOTIONAL AMOUNT: With respect to each
Uncertificated REMIC I Group 2 IO Regular Interest, the Stated Principal Balance
of the related Non-Discount Mortgage Loan.
UNCERTIFICATED REMIC I GROUP 2 IO REGULAR INTERESTS: The 319
uncertificated partial undivided beneficial ownership interests in REMIC I, each
relating to a Group 2 Mortgage Loan with a Net Mortgage Rate in excess of 6.50%,
each having no principal balance, and each bearing interest at the respective
Uncertificated REMIC I Pass-Through Rate on the Uncertificated REMIC I Group 2
IO Notional Amount.
UNCERTIFICATED REMIC I GROUP 2 IO REGULAR INTEREST DISTRIBUTION
AMOUNTS: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC I Group 2 IO Regular Interests for
such Distribution Date pursuant to Section 4.09(a).
UNCERTIFICATED REMIC II GROUP 1 IO NOTIONAL AMOUNT: With respect to
each Uncertificated REMIC II Group 1 IO Regular Interest, the Uncertificated
Notional Amount of the related Uncertificated REMIC I Group 1 IO Regular
Interest.
UNCERTIFICATED REMIC II GROUP 1 IO REGULAR INTERESTS: The 849
uncertificated partial undivided beneficial ownership interests in REMIC II,
each relating to an Uncertificated REMIC I Group 1 IO Regular Interest, having
no principal balance, and each entitled to 100% of the interest on the related
Uncertificated REMIC I Group 1 IO Regular Interest.
UNCERTIFICATED REMIC II GROUP 1 IO REGULAR INTEREST DISTRIBUTION
AMOUNTS: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC II Group 1 IO Regular Interests for
such Distribution Date pursuant to Section 4.10(a).
UNCERTIFICATED REMIC II GROUP 2 IO NOTIONAL AMOUNT: With respect to
each Uncertificated REMIC II Group 2 IO Regular Interest, the Uncertificated
Notional Amount of the related Uncertificated REMIC I Group 2 IO Regular
Interest.
UNCERTIFICATED REMIC II GROUP 2 IO REGULAR INTERESTS: The 319
uncertificated partial undivided beneficial ownership interests in REMIC II,
each relating to an Uncertificated REMIC I Group 2 IO Regular Interest, each
having no principal balance, and each entitled to 100% of the interest on the
related Uncertificated REMIC I Group 2 IO Regular Interest.
UNCERTIFICATED REMIC II GROUP 2 IO REGULAR INTEREST DISTRIBUTION
AMOUNTS: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC II Group 2 IO Regular Interests for
such Distribution Date pursuant to Section 4.10(a).
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UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to each of the
Uncertificated REMIC I Regular Interests LT-1A, LT-2A, LT-2R, LT-1P and LT-2P,
6.75%, 6.50%, 6.50%, 0.00% and 0.00%, respectively. With respect to each REMIC I
Group 1 IO Regular Interest and each REMIC I Group 2 IO Regular Interest, a rate
equal to the Pool Strip Rate for the related Mortgage Loan.
UNCERTIFICATED REMIC I REGULAR INTERESTS: The uncertificated partial
undivided beneficial ownership interests in REMIC I, designated as REMIC I
Regular Interest LT-1A, REMIC I Regular Interest LT-2A, REMIC I Regular Interest
LT-2R, REMIC I Regular Interest LT-1P, REMIC I Regular Interest LT-2P, the
Uncertificated REMIC I Group 1 IO Regular Interests and the Uncertificated REMIC
I Group 2 IO Regular Interests, each having an Uncertificated Principal Balance
(or Uncertificated Notional Amount) as specified herein and bearing interest at
a rate equal to the related Uncertificated REMIC I Pass-Through Rate.
UNCERTIFICATED REMIC I REGULAR INTEREST DISTRIBUTION AMOUNT: With
respect to any Distribution Date, and any Uncertificated REMIC I Regular
Interest, the sum of the amounts deemed to be distributed on such Uncertificated
REMIC I Regular Interest for such Distribution Date pursuant to Section 4.09(a).
UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to each of the
Uncertificated REMIC II Regular Interests MT-1Pool, MT-2Pool, Y, Z and MT-IO,
6.75%, 6.50%, 0.00%, 0.00% and the excess, if any, of the REMIC I Weighted
Average Rate over 6.50%, respectively. With respect to each of the
Uncertificated REMIC II Regular Interests MT-1SUB, MT-2SUB, MT-X, MT- 1A1,
MT-1A3, MT-1A5, MT-1A6, MT-1A9, MT-1A10, MT-1A11, MT-1A12, MT-1A13, MT- 1A14,
MT-1A15, MT-2A1, MT-2A4, MT-2A13, the REMIC I Weighted Average Rate. With
respect to each Uncertificated REMIC II Group 1 IO Regular Interest, an amount
equal to 100% of the interest on the related Uncertificated REMIC I Group 1 IO
Regular Interest. With respect to each Uncertificated REMIC II Group 2 IO
Regular Interest, an amount equal to 100% of the interest on the related
Uncertificated REMIC I Group 2 IO Regular Interest.
UNCERTIFICATED REMIC II REGULAR INTERESTS: The uncertificated partial
undivided beneficial ownership interests in REMIC II, designated as REMIC II
Regular Interest MT-1SUB, REMIC II Regular Interest MT-1SUB, REMIC II Regular
Interest MT-1SUB, REMIC II Regular Interest MT- 1Pool, REMIC II Regular Interest
MT-2SUB, REMIC II Regular Interest MT-2Pool, REMIC II Regular Interest MT-X,
REMIC II Regular Interest MT-1A1, REMIC II Regular Interest MT-1A3, REMIC II
Regular Interest MT-1A5, REMIC II Regular Interest MT-1A6, REMIC II Regular
Interest MT-1A9, REMIC II Regular Interest MT-1A10, REMIC II Regular Interest
MT-1A11, REMIC II Regular Interest MT-1A12, REMIC II Regular Interest MT-1A13,
REMIC II Regular Interest MT- 1A14, REMIC II Regular Interest MT-1A15, REMIC II
Regular Interest MT-2A1, REMIC II Regular Interest MT-2A4, REMIC II Regular
Interest MT-2A13, REMIC II Regular Interest Y, REMIC II Regular Interest Z,
REMIC II Group 1 IO Regular Interests, REMIC II Group 2 IO Regular Interests and
REMIC II Regular Interest MT-IO, each having an Uncertificated Principal Balance
(or
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Uncertificated Notional Amount) as specified herein and bearing interest at a
rate equal to the related Uncertificated REMIC II Pass-Through Rate.
UNCERTIFICATED REMIC II REGULAR INTEREST DISTRIBUTION AMOUNT: With
respect to any Distribution Date, and any Uncertificated REMIC II Regular
Interest, the sum of the amounts deemed to be distributed on such Uncertificated
REMIC II Regular Interest for such Distribution Date pursuant to Section
4.10(a).
UNDERWRITER: Banc of America Securities LLC.
Section 1.02 USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling and Servicing
Agreement as a whole. All references herein to Articles, Sections or Subsections
shall mean the corresponding Articles, Sections and Subsections in the Pooling
and Servicing Agreement. The definitions set forth herein include both the
singular and the plural.
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 (other than for the initial Interest
Accrual Period), 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 the aggregate Certificate Principal Balance of
the Floater Certificates and Inverse Floater Certificates then outstanding. The
Trustee will request the principal London office of each of the reference banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate will be the arithmetic mean of the quotations rounded up to
the next multiple of 1/16%. If on such date fewer
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than two quotations are provided as requested, the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York City, selected
by the Trustee after consultation with the Master Servicer, as of 11:00 a.m.,
New York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the
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, or in the case
of the first LIBOR rate adjustment date, 2.66625% with respect to the Class
1-A-7 Certificates and Class 1-A-8 Certificates, and 2.63% with respect to the
Class 2-A-2 Certificates and Class 2-A-3 Certificates; provided however, if,
under the priorities listed previously in this paragraph, LIBOR for a
Distribution Date would be based on LIBOR for the previous Distribution Date for
the third consecutive Distribution Date, the Trustee shall select an alternative
comparable index over which the Trustee has no control, used for determining
one-month Eurodollar lending rates that is calculated and published or otherwise
made available by an independent party. LIBOR business day means any day other
than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in
the city of London, England are required or authorized by law to be closed.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment
Date and the 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.
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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 Exhibits One and
Two hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, in Loan Group I and Loan Group 2,
respectively, is true and correct in all material respects at
the date or dates respecting which such information is
furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures that (a) at least 30% of the Stated Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least
25% of such balance if the Loan-to-Value Ratio is between
90.00% and 85.01%, and (c) at least 12% of such balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the best
of the Company's knowledge, each such Primary Insurance Policy
is in full force and effect and the Trustee is entitled to the
benefits thereunder;
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(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 0.8% of the Group 1 Loans and no
more than 1.3% of the Group 2 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 0.8% of the Group 1 Loans and no
more than 0.8% of the Group 2 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 to seek reimbursement therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear
of any pledge, lien, encumbrance or security interest (other
than rights to servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage Loans
to the Trustee free and clear of any pledge, lien, encumbrance
or security interest;
(ix) No more than 9.66% of the Group 1 Loans and no
more than 9.41% of the Group 2 Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied and therefore would
not be an investor property as of the date of origination of
such Mortgage Loan. No Mortgagor is a corporation or a
partnership;
(xi) None of the Group 1 Loans or Group 2 Loans as of
the Cut-off Date were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and binding
and remains in full force and effect, unless the Mortgaged
Properties are located in the State of Iowa and an attorney's
certificate
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has been provided as described in the Program Guide;
(xiv) None of the Mortgage Loans are Cooperative
Loans;
(xv) With respect to each Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through which no
new or updated appraisals of Mortgaged Properties are obtained
in connection with the refinancing thereof), the related
Seller has represented that either (a) the value of the
related Mortgaged Property as of the date the Mortgage Loan
was originated was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan- to-Value Ratio of the Mortgage Loan as
of the date of origination of the Mortgage Loan generally
meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on
the basis of a 360-day year consisting of twelve 30-day
months;
(xvii) None of the Mortgage Loans contains in the
related Mortgage File a Destroyed Mortgage Note; and
(xviii) Two 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.
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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.
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, 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 Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
Section 2.06 CONVEYANCE OF UNCERTIFICATED REMIC I AND REMIC II
REGULAR INTERESTS; ACCEPTANCE BY THE TRUSTEE.
(a) 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 the Uncertificated REMIC II Regular Interests and the
Class R-2 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 of the Uncertificated REMIC II
Regular Interests and the Class R-2 Certificates. The rights of
theHolders of the Uncertificated REMIC II Regular Interests and the
Class R-2 Certificates to receive distributions from the proceeds of
REMIC II in respect of such Interests and such Class, and all ownership
interests of the Holders of such Interests and such Class in such
distributions, shall be as set forth in this Agreement.
(b) 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 II Regular Interests to the Trustee for the
benefit of the Holders of each Class of Certificates (other than the
Class R-1 Certificates and Class R-2 Certificates). The Trustee
acknowledges receipt of the Uncertificated REMIC II Regular Interests
and declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Holders of each
Class of Certificates (other than the Class R-1 Certificates and Class
R-2 Certificates). The rights of the Holders of each Class of
Certificates (other than the Class R-1 Certificates and Class R-2
Certificates) to receive distributions from the proceeds of REMIC III
in respect of such Classes, and all ownership
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interests of the Holders of Classes in such distributions, shall be as
set forth in this Agreement.
Section 2.07 ISSUANCE OF CERTIFICATES EVIDENCING INTEREST IN REMIC
III.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC II Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, all Classes of Certificates (other than the
Class R-1 Certificates and Class R-2 Certificates) in authorized denominations,
which evidence ownership of the entire REMIC III.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
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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, the amount required to be
distributed to the Master Servicer or a Sub-Servicer 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 in immediately available
funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class
of Certificates (other than any Subclass of the Class A-V
Certificates), shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by
such Holder or (B) with respect to any Subclass of the Class A-V
Certificates, shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to each Holder of a Subclass
thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b) below), in each case to
the extent of the Available Distribution Amount:
(i) (X) from the Available Distribution Amount
related to the Group 1 Loans, to the Group 1 Certificates
(other than the Class 1-A-P Certificates), on a pro rata basis
based on the Accrued Certificate Interest payable on such
Classes of Certificates (or Subclasses, if any, with respect
to the Class 1-A-V Certificates) for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date except as provided in the
last paragraph of this Section 4.02(a) (the "Group 1 Senior
Interest Distribution Amount"); and
(Y) from the Available Distribution Amount
related to the Group 2 Loans, to the Group 2 Certificates
(other than the Class 2-A-P Certificates), on a pro rata basis
based on Accrued Certificate Interest payable on such Classes
of Certificates (or Subclasses, if any, with respect to the
Class 2-A-V Certificates) for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a) (the "Group 2 Senior
Interest Distribution Amount"); and
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(ii) (X) to the Class A-P Certificates, the related
Class A-P Principal Distribution Amount (as defined in Section
4.02(b)(i) herein); and
(Y) to the Senior Certificates (other than
the Class A-P Certificates), in the priorities and amounts set
forth in Section 4.02(b)(ii) through Section 4.02(e), 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
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount 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 (other than
the related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan in such Loan Group) 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) of the
Standard Terms) pursuant to Sections 2.02,
2.04 or 4.07 of the Standard Terms and
Section 2.03 of the Standard Terms and this
Series Supplement, and the 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 2.04 of the
Standard Terms or Section 2.03 of the
Standard Terms and this Series Supplement,
during the preceding calendar month (other
than the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to each Discount Mortgage Loan in
such Loan Group); and
(3) the principal portion of all
other unscheduled collections with respect
to the related Loan Group (other than
Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan in such Loan
Group described in Section 4.02(a)(ii)(Y)(B)
of this Series Supplement, including without
limitation any related Insurance Proceeds,
Liquidation Proceeds and
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REO Proceeds) received during the preceding
calendar month (or deemed to have been so
received in accordance with Section 3.07(b)
of the Standard Terms) to the extent applied
by the Master Servicer as recoveries of
principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard
Terms (other than the related Discount
Fraction of the principal portion of such
unscheduled collections, with respect to
each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan in
the related Loan Group for which a Cash Liquidation
or a REO Disposition occurred during the preceding
calendar month (or was deemed to have occurred during
such period in accordance with Section 3.07(b) of the
Standard Terms) 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 (other
than the related Discount Fraction of such Stated
Principal Balance, with respect to each Discount
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 (in each case other than the portion
of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section
4.02(b)(i)(C) of this Series Supplement);
(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 (other than
the related Discount Fraction of such Principal
Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount
for such Distribution Date allocated to the related
Loan Group but only to the extent of Eligible Funds
in the related Loan Group for such Distribution Date;
(E) any amounts described in subsection
(ii)(Y), 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 (E) to the extent that such amounts are not
attributable to Realized Losses which have been
allocated to the Subordinate Certificates; and
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(F) to the Holders of the Group 1
Certificates or Group 2 Certificates, as applicable,
amounts required to be distributed pursuant to
Section 4.02(c);
(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 (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefor, 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 (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date, minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-2 Certificates;
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(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 (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv)
and (xv) of this Series Supplement are insufficient therefor,
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 (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor,
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 (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of
this Series Supplement are insufficient therefor, 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 (x)
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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, minus (y) the amount of any Class A-P Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Section 4.02(a) (xv) of
this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount derived from each Loan Group for such Class of
Certificates for such Distribution Date minus (y) the amount
of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates 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-2 Certificates, the balance, if
any, of the Available Distribution Amount for both Loan
Groups.
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 such unpaid Accrued Certificate Interest
was attributable to interest shortfalls relating to the failure of the Master
Servicer to make any required Advance, or the determination by the Master
Servicer that any proposed Advance would be a Nonrecoverable Advance with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition or the related Liquidation
Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to
the Certificateholders.
(b) Distributions of principal on the Senior Certificates on
each Distribution Date occurring prior to the Credit Support Depletion
Date will be made as follows:
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(i) to the Class 1-A-P Certificates and Class 2-A-P
Certificates from the related Available Distribution Amount,
until the Certificate Principal Balance thereof is reduced to
zero, an amount (in the case of the Class 1-A-P Certificates,
the "Class 1-A-P Principal Distribution Amount," and in the
case of the Class 2-A-P Certificates, the "Class 2-A-P
Principal Distribution Amount," and collectively, the "Class
A-P Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each
Discount Mortgage Loan in the related Loan Group due
during the related Due Period, whether or not
received on or prior to the related Determination
Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on
each Discount Mortgage Loan in the related Loan Group
received during the preceding calendar month or, in
the case of Principal Prepayments in Full, during the
related Prepayment Period (other than amounts
received in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in
clause (C) below), including Principal Prepayments in
Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b) of the Standard
Terms) of Discount Mortgage Loans in the related Loan
Group (or, in the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the amount of
any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation
or REO Disposition of a Discount Mortgage Loan in the
related Loan Group that 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 (1) the applicable Discount
Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the
extent applied as recoveries of principal;
(D) any amounts allocable to principal for
the related Loan Group for any previous Distribution
Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any related Class A-P
Collection Shortfalls for such Distribution Date and
the amount of any such Class A-P Collection
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Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the
Eligible Funds in the related Loan Group for such
Distribution Date;
(ii) Group 1 Senior Principal Distribution Amount
shall be distributed, concurrently on a pro rata basis, to the
Class 1-A-4 Certificates and Class 1-A-20 Certificates, in
reduction of the Certificate Principal Balance thereof, until
the Certificate Principal Balance thereof has been reduced to
zero, in an amount equal to the Lockout Percentage of the
Class 1-A-4 Certificates and Class 1-A-20 Certificates PRO
RATA share (based on the Certificate Principal Balance thereof
relative to the aggregate Stated Principal Balance of the
Group 1 Loans (other than the related Discount Fraction of the
Discount Mortgage Loans in Loan Group 1)) of the aggregate of
the collections described in Section 4.02(a)(ii)(Y)(A), (B),
(C) and (E) without any application of the Group 1 Senior
Percentage or Group 1 Senior Accelerated Distribution
Percentage;
PROVIDED that, if the aggregate of the amounts set forth in Section
4.02(a)(ii)(Y)(A), (B), (C) and (E) is more than the balance of the
related Available Distribution Amount remaining after the related
Senior Interest Distribution Amount and the Class 1-A-P Distribution
Amount have been distributed, the amount paid to the Class 1-A-4
Certificates and Class 1- A-20 Certificates pursuant to this clause
(ii) shall be reduced by an amount equal to the Class 1-A-4 and Class
1-A-20 Certificates PRO RATA share (based on the Certificate Principal
Balance thereof related to the aggregate Stated Principal Balance of
the Group 1 Loans (other than the related Discount Fraction of the
Discount Mortgage Loans in Loan Group 1)) of such difference;
(iii) the balance of the Group 1 Senior Principal
Distribution Amount remaining after the distribution described in
clause (ii) above shall be distributed, concurrently as follows:
(A) 8.73615756% to the Class 1-A-3 Certificates,
until the Certificate Principal Balance thereof has been reduced
to zero; and
(B) 91.26384244% in the following manner and
priority:
(1) FIRST, to the Class 1-A-1, Class 1-A-14
and Class 1-A-15 Certificates, in each case until the
aggregate of the Certificate Principal Balances of
the Class 1-A-1, Class 1-A-14 and Class 1-A-15
Certificates has been reduced to the Aggregate
Planned Principal Balance for such Distribution Date,
concurrently as follows:
(a) 29.13728657% to the Class 1-A-1
Certificates, until the Certificate
Principal Balance thereof has been reduced
to zero; and
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(b) 70.86271343% sequentially to
the Class 1-A-15 Certificates and Class
1-A-14 Certificates, in each case until the
Certificate Principal Balance thereof has
been reduced to zero;
(2) SECOND, concurrently on a pro rata
basis, to the Class 1-A-7 Certificates and Class
1-A-8 Certificates, until the Certificate Principal
Balances thereof have been reduced to zero; and
(3) THIRD, to the Class 1-A-1, Class 1-A-14
and Class 1-A-15 Certificates, in the manner and
priority set forth in clause (iii)(B)(1) above,
without regard to the Aggregate Planned Principal
Balance for such Distribution Date, in each case
until the Certificate Principal Balance thereof has
been reduced to zero;
(iv) the balance of the Group 1 Senior Principal Distribution
Amount remaining after the distributions described in clauses (ii) and
(iii) above shall be distributed to the Class 1-A-2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;
(v) the balance of the Group 1 Senior Principal Distribution
Amount remaining after the distributions described in clauses (ii) through
(iv) above shall be distributed to the Class 1- A-5, Class 1-A-6, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12 and Class 1-A-13
Certificates, concurrently as follows:
(a) 47.06473982% sequentially to
the Class 1-A-9, Class 1-A-10, Class 1-A-11,
Class 1-A-12 and Class 1- A-13 Certificates,
in each case until the Certificate Principal
Balance thereof has been reduced to zero;
and
(b) 52.93526018% sequentially to
the Class 1-A-5 Certificates and Class 1-A-6
Certificates, in each case until the
Certificate Principal Balance thereof has
been reduced to zero; and
(vi) the balance of the Group 1 Senior Principal Distribution
Amount remaining after the distributions described in clauses (ii) through
(v) above shall be distributed, concurrently on a pro rata basis, to the
Class 1-A-4 Certificates and Class 1-A-20 Certificates, until the
Certificate Principal Balances thereof has been reduced to zero.
(vii) the Group 2 Senior Principal Distribution Amount shall be
distributed, concurrently on a pro rata basis, to the Class R-1, Class R-2
and Class R-3 Certificates, until the Certificate Principal Balances
thereof have been reduced to zero;
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(viii) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distribution described in clause (vii) above
shall be distributed to the Class 2-A-12 Certificates, in reduction of the
Certificate Principal Balance thereof, until the Certificate Principal
Balance thereof has been reduced to zero, in an amount equal to the
Lockout Percentage of the Class 2-A-12 Certificates PRO RATA share (based
on the Certificate Principal Balance thereof relative to the aggregate
Stated Principal Balance of the Group 2 Loans (other than the related
Discount Fraction of the Discount Mortgage Loans in Loan Group 2)) of the
aggregate of the collections described in Section 4.02(a)(ii)(Y)(A), (B)
and (E) without any application of the Group 2 Senior Percentage or Group
2 Senior Accelerated Distribution Percentage;
PROVIDED that, if the aggregate of the amounts set forth in Section
4.02a(ii)(Y)(A), (B) and (E) is more than the balance of the related
Available Distribution Amount remaining after the related Senior Interest
Distribution Amount and the Class 2-A-P Distribution Amount have been
distributed, the amount paid to the Class 2-A-12 Certificates pursuant to
this clause (viii) shall be reduced by an amount equal to the Class 2-A-12
Certificates PRO RATA share (based on the Certificate Principal Balance
thereof related to the aggregate Stated Principal Balance of the Group 2
Loans (other than the related Discount Fraction of the Discount Mortgage
Loans in Loan Group 2)) of such difference;
(ix) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distributions described in clauses (vii) and
(viii) above shall be distributed, concurrently as follows:
(A) 26.38884491% to the Class 2-A-4 Certificates,
until the Certificate Principal Balance thereof has been reduced
to zero; and
(B) 73.61115509% in the following manner and
priority:
(1) FIRST, sequentially, to the Class 2-A-1
Certificates and Class 2-A- 13 Certificates, in each
case until the Certificate Principal Balance thereof
has been reduced to the Aggregate Planned Principal
Balance for such Distribution Date;
(2) SECOND, concurrently on a pro rata
basis, to the Class 2-A-2 and Class 2-A-3
Certificates, until the Certificate Principal
Balances thereof have been reduced to zero;
(3) THIRD, sequentially, to the Class 2-A-1
Certificates and Class 2-A- 13 Certificates, without
regard to the Planned Principal Balance for such
Distribution Date, in each case until the Certificate
Principal Balance thereof has been reduced to zero;
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(x) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distributions described in clauses (vii)
through (ix) above shall be distributed to the Class 2-A-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
(xi) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distributions described in clauses (vii)
through (x) above shall be distributed, concurrently on a pro rata basis,
to the Class 2-A-7 Certificates and Class 2-A-8 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero;
(xii) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distributions described in clauses (vii)
through (xi) above shall be distributed, concurrently on a pro rata basis,
to the Class 2-A-9 Certificates and Class 2-A-10 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero; and
(xiii) the balance of the Group 2 Senior Principal Distribution
Amount remaining after the distributions described in clauses (vii)
through (xii) above shall be distributed to the Class 2-A-12 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero.
(c) Prior to the occurrence of the Credit Support Depletion Date but
after the reduction of the Certificate Principal Balances of either the
Group 1 Certificates or the Group 2 Certificates to zero, the remaining
Group 1 Certificates or Group 2 Certificates as applicable, will be
entitled to receive, in addition to any Principal Prepayments in Full and
Curtailments related to such Certificates' respective Loan Group, 100% of
the Principal Prepayments in Full and Curtailments on the Mortgage Loans
in the other Loan Group, and in accordance with the priorities set forth
in clause 4.02(b) above, and in reduction of the Certificate Principal
Balances thereof, on any Distribution Date unless (i) the weighted average
of the initial Subordinate Percentages for both Loan Groups, weighted on
the basis of the Stated Principal Balances of the Mortgage Loans in the
related Loan Group, is at least two times the weighted average of the
initial Subordinate Percentages for both Loan Groups (calculated on such
basis) and (ii) the outstanding principal balance of the Mortgage Loans in
both 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%. In addition, on any Distribution Date prior to the Credit Support
Depletion Date on which the aggregate Certificate Principal Balance of
either the Group 1 Certificates or the Group 2 Certificates, as
applicable, is greater than the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group in each case after giving effect
to distributions to be made on such Distribution Date, (1) 100% of the
Principal Prepayments in Full and Curtailments allocable to the Class M
Certificates and Class B Certificates on the Mortgage Loans in the other
Loan Group will be distributed to such Class or Classes of Group 1
Certificates or Group 2 Certificates, as applicable, and in accordance
with the priorities set forth in clause 4.02(b) above, and in reduction of
the Certificate Principal Balances thereof, until the aggregate
Certificate Principal Balance of such Class or Classes of Certificates
equals the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group, and (2)
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an amount equal to one month's interest at the applicable Pass-Through
Rate for such Class or Classes of Certificates on the amount of such
difference will be distributed from the Available Distribution Amount for
the other Loan Group allocable to the Class M Certificates and Class B
Certificates first to pay any unpaid interest on such Class or Classes of
Certificates and then to pay principal on such Classes in the manner
described in (1) above.
(d) On or after the occurrence of the Credit Support Depletion Date but
prior to the reduction of the Certificate Principal Balances of the Senior
Support Certificates to zero, all priorities relating to distributions as
described above in respect of principal among the various Classes of
Senior Certificates (other than the Class A-P Certificates) will be
disregarded, and (i) the remaining Group 1 Senior Principal Distribution
Amount will be distributed to the Group 1 Certificates (other than the
Class 1-A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, (ii) the remaining Group 2
Senior Principal Distribution Amount will be distributed to the Group 2
Certificates (other than the Class 2-A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iii) the related Senior Interest Distribution Amount will be
distributed as described in Section 4.02(a)(i)(X) and (Y) and (iv) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of Discount Mortgage Loans in each Loan Group will be distributed
to the related Class A-P Certificates;, provided that the aggregate amount
distributable to the Senior Support Certificates and Super Senior
Certificates will be distributed among such Certificates in the following
priority: first, to the related Super Senior Certificates, up to an amount
equal to the Accrued Certificate Interest thereon; second to the related
Super Senior Certificates, up to the related Super Senior Optimal
Principal Distribution Amount, in reduction of the Certificate Principal
Balance thereof, until such Certificate Principal Balance has been reduced
to zero; third, to the related Senior Support Certificates, up to an
amount equal to the Accrued Certificate Interest thereon; and fourth, to
the related Senior Support Certificates, the remainder, until the
Certificate Principal Balance thereof is reduced to zero.
(e) On or after the occurrence of the Credit Support Depletion Date and
upon reduction of the Certificate Principal Balances of the Senior Support
Certificates to zero, all priorities relating to distributions as
described above in respect of principal among the various Classes of
Senior Certificates (other than the Class A-P Certificates) will be
disregarded, and (i) the remaining Group 1 Senior Principal Distribution
Amount will be distributed to the Group 1 Certificates (other than the
Class 1-A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, (ii) the remaining Group 2
Senior Principal Distribution Amount will be distributed to the Group 2
Certificates (other than the Class 2-A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iii) the related Senior Interest Distribution Amount will be
distributed as described in Section 4.02(a)(i)(X) and (Y) and (iv) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of Discount Mortgage Loans in each Loan Group will be distributed
to the related Class A-P Certificates; provided that the aggregate amount
distributable to the Super Senior
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Certificates and Senior Support Certificates in respect of the aggregate
Accrued Certificate Interest thereon and in respect of their aggregate pro
rata portion of the Senior Principal Distribution Amount will be
distributed among those certificates in the following priority: first, to
the Super Senior Certificates, up to an amount equal to the Accrued
Certificate Interest on those Super Senior Certificates; second, to the
Super Senior Certificates, up to an amount equal to the Super Senior
Optimal Principal Distribution Amount, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal Balance thereof
has been reduced to zero; third, to the Senior Support Certificates, up to
an amount equal to the Accrued Certificate Interest thereon; and fourth,
to the Senior Support Certificates, the remainder, until the Certificate
Principal Balance thereof has been reduced to zero.
(f) On or after the occurrence of the Credit Support Depletion Date and
after the reduction of the Certificate Principal Balance of the Senior
Support Certificates to zero, all priorities relating to distributions as
described above in respect of principal among the various classes of
Senior Certificates (other than the Class A-P Certificates) will be
disregarded, and (i) the remaining Group 1 Principal Distribution Amount
will be distributed to the Group 1 Certificates (other than the Class
1-A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, (ii) the remaining Group 2
Principal Distribution Amount will be distributed to the Group 2
Certificates (other than the Class 2-A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iii) the Senior Interest Distribution Amount will be
distributed as described under "--Interest Distributions" and (iv) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of Discount Mortgage Loans in each loan group will be distributed
to the related Class A-P Certificates.
(g) After the reduction of the Certificate Principal Balances of the
Senior Certificates in a certificate group (other than the related Class
A-P Certificates) to zero but prior to the Credit Support Depletion Date,
the related Senior Certificates (other than the related Class A-P
Certificates) will be entitled to no further distributions of principal
thereon and the related Available Distribution Amount will be paid solely
to the holders of the related Class A-P Certificates, the related Variable
Strip Certificates and the Subordinate Certificates, in each case as
described herein.
(h) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within
two years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant
to the applicable Seller's Agreement and assigned to the Trustee pursuant
to Section 2.04), the Master Servicer shall distribute such amounts to the
applicable Certificateholders of the Class or Classes to
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which such Realized Loss was allocated (with the amounts to be distributed
allocated among such Classes in the same proportions as such Realized Loss
was allocated), and within each such Class to the Certificateholders of
record as of the Record Date immediately preceding the date of such
distribution (or if such Class of Certificates is no longer outstanding,
to the Certificateholders of record at the time that such Realized Loss
was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall
exceed, either individually or in the aggregate and together with any
other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments were protected
against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed with respect to the Certificates of any
Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (i) with respect to the Certificates of any
Class (other than the Class A-V Certificates), on a pro rata basis based
on the Percentage Interest represented by each Certificate of such Class
as of such Record Date and (ii) with respect to the Class A-V
Certificates, to the related Class A-V Certificates or any Subclass
thereof in the same proportion as the related Realized Loss was allocated.
Any amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(i) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
solely responsible for crediting the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for
disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a "brokerage firm") for
which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the Master Servicer
shall have any responsibility therefor.
(j) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on 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
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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).
Section 4.03 STATEMENTS TO CERTIFICATEHOLDERS. (SEE SECTION
4.03(A) THROUGH (D) OF THE STANDARD TERMS AND EXHIBIT
FOUR ATTACHED HERETO)
(e) The Trustee will make the reports referred to in this Section 4.03
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders and other parties
to the Agreement via the Trustee's website, which is presently located at
xxx.xxx.xxxxxxx.xxx. Persons that are unable to use the above website are
entitled to have a paper copy mailed to them via first class mail by calling the
Trustee at (000) 000-0000. The Trustee shall have the right to change the way
the reports referred to in this Section 4.03 are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and to the Certificateholders. The Trustee shall provide timely and adequate
notification to all the parties mentioned above and to the Certificateholders
regarding any such change.
Section 4.04 DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE
COMPANY; ADVANCES BY THE MASTER SERVICER. (SEE
SECTION 4.04 OF THE STANDARD TERMS)
Section 4.05 ALLOCATION OF REALIZED LOSSES.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the related Class A-P Certificates in
an amount equal to the related Discount
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Fraction of the principal portion thereof, and the remainder of such Realized
Losses on the Discount Mortgage Loans and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans (A) in the case of a Group 1 Loan, among
the Group 1 Certificates (other than the Class 1-A-P Certificates) and the Class
1-A-V Certificates in the case of an interest loss, on a pro rata basis or (B)
in the case of a Group 2 Loan, among the Group 2 Certificates (other than the
Class 2-A-P Certificates) and the Class 2-A-V Certificates in the case of an
interest loss, on a pro rata basis (subject to Section 4.02(c)), as described
below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud
Losses, Extraordinary Losses on Discount Mortgage Loans will be allocated to the
Class A-P Certificates in an amount equal to the Discount Fraction thereof and
the Group 1 Senior Percentage or Group 2 Senior Percentage (as applicable) of
the remainder of such Realized Losses on the Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans will be
allocated (A) in the case of a Group 1 Loan, among the Group 1 Certificates
(other than the Class 1-A-P Certificates) and the Class 1-A-V Certificates in
the case of an interest loss, on a pro rata basis or (B) in the case of a Group
2 Loan, among the Group 2 Certificates (other than the Class 2-A-P Certificates)
and the Class 2-A-V Certificates in the case of an interest loss, on a pro rata
basis, as described below; and the remainder of such Realized Losses will be
allocated among the Class M Certificates and Class B Certificates, on a pro rata
basis, as described below , provided, however, that Realized Losses otherwise
allocable to the Super Senior Certificates will be allocated to the related
Senior Support Certificates until the Certificate Principal Balance of such
Senior Support Certificates is reduced to zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss (without regard to
any Compensating Interest for such Distribution Date) in the case of an interest
portion of a Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to a Class of Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be
deemed to have occurred on such Distribution Date. Any allocation of the
principal portion of Realized Losses (other than Debt Service Reductions) to the
Subordinate Certificates then outstanding with the Lowest Priority shall be made
by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a). Allocations of the principal
portion of Debt Service Reductions shall be made by operation of the provisions
of Section 4.02(a). All Realized Losses and all other losses allocated to a
Class of Certificates hereunder will be allocated among the Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.
Section 4.06 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY. (SEE SECTION 4.06 OF THE STANDARD TERMS)
Section 4.07 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS. (SEE
SECTION 4.07 OF THE STANDARD TERMS)
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Section 4.08 SURETY BOND. (SEE SECTION 4.08 OF THE STANDARD TERMS)
Section 4.09 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC I REGULAR
INTERESTS.
(i) Uncertificated REMIC I Accrued Interest on the REMIC I Regular
Interests for such Distribution Date, plus any Uncertificated REMIC I
Accrued Interest thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priorities set forth in Section 4.09(b), an
amount equal to the sum of the amounts in respect of principal
distributable on the REMIC II Certificates and the REMIC III Certificates
(other than the Class 1-A-16 Certificates, Class 1-A-17 Certificates,
Class 1-A-18 Certificates, Class 1-A-19 Certificates, Class 2-A-5
Certificates, Class 2-A-11 Certificates, Class 1-A-V Certificates and
Class 2-A-V Certificates) under Section 4.02(a), as allocated thereto
pursuant to Section 4.02(b).
(b) The amount described in Section 4.09(a)(ii) shall be deemed
distributed first, in an amount equal to the sum of the amounts in respect of
principal distributable (or deemed distributable) on REMIC II Regular Interest
Y, REMIC II Regular Interest Z and the Class R-2 Certificate pursuant to
Sections 4.10 and 4.02, to REMIC I Regular Interests LT-1P, LT-2P and LT- 2R in
the same amounts and priorities as distributed to the Corresponding
Uncertificated Interests pursuant to Section 4.10 and 4.02; second, to the
extent of the remainder of the Available Distribution Amount attributable to
principal in respect of Group 1 Loans, to REMIC I Regular Interest LT-1A; and
third, to the extent of the remainder of the Available Distribution Amount
attributable to principal in respect of Group 2 Loans, to REMIC I Regular
Interest LT-2A.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.09(a) shall be deemed distributed by
REMIC I to REMIC II in accordance with the priority assigned to the REMIC III
Certificates relative to that assigned to the REMIC I Certificates under Section
4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular
Interest Distribution Amounts, Realized Losses allocated to the Uncertificated
REMIC II Regular Interests and REMIC II Certificates shall be allocated to the
Uncertificated REMIC I Regular Interests as follows: first, in an amount equal
to the aggregate Realized Losses allocated to REMIC II Regular Interest Y, REMIC
II Regular Interest Z, the REMIC II Group 1 IO Interests, the REMIC II Group 2
IO Interests and the Class R-2 Certificate pursuant to Sections 4.10 and 4.05,
to REMIC I Regular Interests LT-1P, LT-2P, the REMIC I Group 1 IO Interests, the
REMIC I Group 2 IO Interests and REMIC I Regular Interest LT-2R, in the same
amounts and priorities as allocated to the Corresponding Uncertificated
Interests; second, other Realized Losses attributable to Group 1 Loans to REMIC
I Regular Interest LT-1A; and third, other Realized Losses attributable to Group
2 Loans to REMIC I Regular Interest LT-2A
(e) Notwithstanding the deemed distributions on the Uncertificated REMIC I
Regular
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Interests described in this Section 4.09, distributions of funds from the
Certificate Account shall be made only in accordance with Section 4.02.
Section 4.10 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC II REGULAR
INTERESTS.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC II Regular Interests, from
REMIC II, the following amounts in the following order of priority to the extent
of the Available Distribution Amount reduced by distributions made to the Class
R-1 Certificates and Class R-2 Certificates pursuant to Section 4.02(a):
(i) Uncertificated REMIC II Accrued Interest on the Uncertificated
REMIC II Regular Interests for such Distribution Date, plus any
Uncertificated REMIC II Accrued Interest thereon remaining unpaid from any
previous Distribution Date; and
(ii) In accordance with the priorities set forth in Section 4.10(b), an
amount equal to the sum of the amounts in respect of principal
distributable on the REMIC III Certificates (other than the Class 1-A-16
Certificates, Class 1-A-17 Certificates, Class 1-A-18 Certificates, Class
1-A-19 Certificates, Class 2-A-5 Certificates, Class 2-A-11 Certificates,
Class 1-A-V Certificates and Class 2-A-V Certificates) under Section
4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.10(a)(ii) shall be deemed
distributed first, to REMIC II Regular Interests MT-1Pool and MT-2Pool so as to
keep the Uncertificated Principal Balance of REMIC II Regular Interest MT-1Pool
equal to 1% of the Uncertificated Principal Balance of REMIC I Regular Interest
LT-1A and the Uncertificated Principal Balance of REMIC II Regular Interest MT-
2Pool equal to 1% of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-2A and LT-2R; second, to REMIC II Regular Interests MT-1SUB
and MT-2SUB so that the Uncertificated Principal Balance of each such REMIC II
Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
Principal Balance of the Group 1 Loans or Group 2 Loans, respectively, over (y)
the aggregate Certificate Principal Balance of the Group 1 Senior Certificates
or Group 2 Senior Certificates, respectively (except that if any such excess is
a larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that the
Subordinate Balance Ratio is maintained); third, an amount equal to the sum of
the amounts in respect of principal distributable on the Class 1-A-1
Certificate, Class 1-A-3 Certificate, Class 1-A-5 Certificate, Class 1-A-6
Certificate, Class 1-A-9 Certificate, Class 1-A-10 Certificate, Class 1-A-11
Certificate, Class 1-A-12 Certificate, Class 1-A-13 Certificate, Class 1-A-14
Certificate, Class 1-A-15 Certificate, Class 2-A-1 Certificate, Class 2-A-4
Certificate, Class 2-A-13 Certificate, Class 1-A-P Certificate and Class 2-A-P
Certificate under Section 4.02(a), as allocated thereto pursuant to Section
4.02(b), shall be distributed to REMIC II Regular Interest MT-1A1, REMIC II
Regular Interest MT-1A3, REMIC II Regular Interest MT-1A5, REMIC II Regular
Interest MT-1A6, REMIC II Regular Interest MT-1A9, REMIC II Regular Interest
MT-1A10, REMIC II Regular Interest MT-1A11, REMIC II Regular Interest MT-1A12,
REMIC II
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Regular Interest MT-1A13, REMIC II Regular Interest MT-1A14, REMIC II Regular
Interest MT-1A15, REMIC II Regular Interest MT-2A1, REMIC II Regular Interest
MT-2A4, REMIC II Regular Interest MT-2A13, REMIC II Regular Interest Y, REMIC II
Regular Interest Z in the same amounts and priorities as distributed to the
Corresponding Certificated Interests; and fourth, any remaining principal to
REMIC II Regular Interest MT-X.
(c) The portion of the Uncertificated REMIC II Regular Interest
Distribution Amounts described in Section 4.10(a) shall be deemed distributed by
REMIC II to REMIC III in accordance with the priority assigned to the REMIC III
Certificates relative to that assigned to the REMIC II Certificates under
Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC II Regular
Interest Distribution Amounts, Realized Losses allocated to the REMIC III
Certificates (other than the Class A-V Certificates) and the Uncertificated
Class A-V Regular Interests shall be allocated to the Uncertificated REMIC I
Regular Interests as follows: first, to REMIC II Regular Interests MT-1Pool and
MT-2Pool so as to keep the Uncertificated Principal Balance of REMIC II Regular
Interest MT- 1Pool equal to 1% of the Uncertificated Principal Balance of REMIC
I Regular Interest LT-1A and the Uncertificated Principal Balance of REMIC II
Regular Interest MT-2Pool equal to 1% of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-2A and LT-2R; second, to REMIC II
Regular Interests MT-1SUB and MT-2SUB so that the Uncertificated Principal
Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess
of (x) the aggregate Stated Principal Balance of the Group 1 Loans and Group 2
Loans, respectively, over (y) the Certificate Principal Balance of the Group 1
Senior Certificates or Group 2 Senior Certificates, respectively (except that if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the Subordinate Balance Ratio is maintained); third, an
amount of Realized Losses equal to the aggregate Realized Losses applied to the
Class 1-A-1 Certificate, Class 1-A-3 Certificate, Class 1-A- 5 Certificate,
Class 1-A-6 Certificate, Class 1-A-9 Certificate, Class 1-A-10 Certificate,
Class 1-A- 11 Certificate, Class 1-A-12 Certificate, Class 1-A-13 Certificate,
Class 1-A-14 Certificate, Class 1-A-15 Certificate, Class 2-A-1 Certificate,
Class 2-A-4 Certificate, Class 2-A-13 Certificate, Class 1-A-P Certificate,
Class 2-A-P Certificate, the Uncertificated Class 1-A-V REMIC Regular Interests
and the Uncertificated Class 2-A-V REMIC Regular Interests under Section 4.05
and 4.11(b) shall be applied to REMIC II Regular Interest MT-1A1, REMIC II
Regular Interest MT-1A3, REMIC II Regular Interest MT-1A5, REMIC II Regular
Interest MT-1A6, REMIC II Regular Interest MT-1A9, REMIC II Regular Interest
MT-1A10, REMIC II Regular Interest MT-1A11, REMIC II Regular Interest MT-1A12,
REMIC II Regular Interest MT-1A13, REMIC II Regular Interest MT-1A14, REMIC II
Regular Interest MT-1A15, REMIC II Regular Interest MT-2A1, REMIC II Regular
Interest MT-2A4, REMIC II Regular Interest MT-2A13, REMIC II Regular Interest Y,
REMIC II Regular Interest Z, the REMIC II Group 1 IO Interests and the REMIC II
Group 2 IO Interests in the same amounts and priorities as applied to the
Corresponding Certificated Interests; fourth, the remaining Realized Losses
shall be allocated to REMIC II Regular Interest MT-X.
(e) On each Distribution Date, the Trustee shall be deemed to distribute
from REMIC III,
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in the priority set forth in Sections 4.02(a) and (b), to the REMIC III
Certificates the amounts distributable thereon, from the Uncertificated REMIC II
Regular Interest Distribution Amounts deemed to have been received by REMIC III
from REMIC II under this Section 4.10.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC
II Regular Interests described in this Section 4.10, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.11 DISTRIBUTIONS ON THE UNCERTIFICATED CLASS A-V REMIC
REGULAR INTERESTS.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated Class A-V REMIC Regular
Interests, Uncertificated Class A-V REMIC Accrued Interest on the related
Uncertificated Class A-V REMIC Regular Interests for such Distribution Date,
plus any related Uncertificated Class A-V REMIC Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated Class A-V REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-V Certificates under Section 4.05 shall be deemed allocated to related
Uncertificated Class A-V REMIC Regular Interests on a pro rata basis based on
the related Uncertificated Class A-V REMIC Accrued Interest for the related
Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the related
Uncertificated Class A-V REMIC Regular Interest Distribution Amounts deemed to
have been received by the Trustee from the Trust Fund under this Section 4.11.
The amount deemed distributable hereunder with respect to the Class 1-A-V
Certificates shall equal 100% of the amounts payable with respect to the
Uncertificated Class 1-A-V REMIC Regular Interests. The amount deemed
distributable hereunder with respect to the Class 2-A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated Class 2-A-V REMIC
Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated Class
A-V REMIC Regular Interests described in this Section 4.11, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
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ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES. (SEE SECTION 5.01 OF THE STANDARD
TERMS)
Section 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.
(a) - (e)(iii)(A). (See Section 5.02(a) - (e)(iii)(A) of the Standard
Terms)
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of
the restrictions in this Section 5.02(e) shall indemnify and hold
harmless the Company, the Trustee, the Master Servicer, any
Subservicer, the Underwriter and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by such parties
as a result of such acquisition or holding.
(f) - (h). (See Section 5.02(f) - (h) of the Standard Terms)
Section 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
(SEE SECTION 5.03 OF THE STANDARD TERMS)
Section 5.04. PERSONS DEEMED OWNERS. (SEE SECTION 5.04 OF THE
STANDARD TERMS)
Section 5.05. APPOINTMENT OF PAYING AGENT. (SEE SECTION 5.05 OF THE
STANDARD TERMS)
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
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ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
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ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
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ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC ADMINISTRATION. (SEE SECTION 10.01 OF THE
STANDARD TERMS)
Section 10.02 MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION. (SEE SECTION 10.02 OF THE STANDARD
TERMS)
Section 10.03 DESIGNATION OF REMIC(S).
The REMIC Administrator will make elections to treat each of REMIC I and
REMIC II, and subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund) as a REMIC for federal income tax
purposes.
The Uncertificated REMIC I Regular Interests shall be designated as the
"regular interests" and the Class R-1 Certificates shall be designated as the
sole class of "residual interest" in REMIC I. The Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8,
Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class
1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
Class 1-A-20, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11,
Class 2-A-12, Class 2-A-13, Class 1-A-P, Class 2-A-P, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and
to which will be represented by the related Class A-V Certificates, will be
"regular interests" in REMIC II, and the Class R-2 Certificates will be the sole
class of "residual interests" therein for purposes of the REMIC Provisions (as
defined in the Standard Terms) under federal income tax law. On and after the
date of issuance of any Subclass of Class A-V Certificates pursuant to Section
5.01(c) of the Standard Terms, any such Subclass will represent the related
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the related Class A-V Certificates pursuant to said Section.
Section 10.04 [RESERVED].
Section 10.05 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to
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such Certificateholder pursuant to the terms of such requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 AMENDMENT. (SEE SECTION 11.01 OF THE STANDARD TERMS)
Section 11.02 RECORDATION OF AGREEMENT. COUNTERPARTS. (SEE SECTION
11.02 OF THE STANDARD TERMS)
Section 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (SEE
SECTION 11.03 OF THE STANDARD TERMS)
Section 11.04 GOVERNING LAWS. (SEE SECTION 11.04 OF THE STANDARD
TERMS)
Section 11.05 NOTICES. All demands and notices hereunder shall be
in writing and shall be deemed to have been duly
given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices
to the Trustee which shall be deemed to have been
duly given only when received), to the appropriate
address for each recipient listed in the table below
or, in each case, such other address as may hereafter
be furnished in writing to the Master Servicer, the
Trustee and the Company, as applicable:
RECIPIENT ADDRESS
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
Master Servicer 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Attention: Managing Director/Master Servicing
Corporate Trust Office
The Trustee designates its offices located at
Trustee 00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000, for the purposes of Section 8.12
of the Standard Terms
Fitch Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail,
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postage prepaid, at the address of such holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06 REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.
(SEE SECTION 11.06 OF THE STANDARD TERMS)
Section 11.07 SEVERABILITY OF PROVISIONS. (SEE SECTION 11.07 OF THE
STANDARD TERMS)
Section 11.08 SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION. (SEE
SECTION 11.08 OF THE STANDARD TERMS)
Section 11.09 ALLOCATION OF VOTING RIGHTS.
91.5% of all voting rights will be allocated among all holders of the
certificates, other than the Interest Only Certificates and Residual
Certificates, in proportion to their then outstanding Certificate Principal
Balances, 1.0%, 1.0%, 1.0%, 1.0%, 1.0% and 1.0% of all voting rights will be
allocated among the each of the Holders of the Class 1-A-16, Class 1-A-17, Class
1-A-18, Class 1- A-18, Class 1-A-19, Class 2-A-5 and Class 2-A-11 Certificates,
0.5% and 0.5% of all voting rights will be allocated among the Holders of the
Class 1-A-V Certificates and Class 2-A-V Certificates, respectively, and 0.5%,
0.5% and 0.5% of all voting rights will be allocated among the Holders of the
Class R-1, Class R-2 and Class R-3 Certificates, respectively, in proportion to
their respective Percentage Interests.
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ARTICLE XII
[RESERVED]
-65-
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:_________________________
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:__________________________
Name: Xxxxx Xxx Xxx Name: Xxxx Xxxxxxxx
Title: Director Title: Managing Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest:
Name: By:__________________________
Title: Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 2001 before me, a notary public in
and for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 2001 before me, a notary public in
and for said State, personally appeared Xxxx Xxxxxxxx, known to me to be a
Managing Director of Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 30th day of October, 2001 before me, a notary public in
and for said State, personally appeared Xxxxx X. Xxxxxxxxxx, known to me to be a
Vice President of Bank One, National Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP 1
(Available Upon Request)
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP 2
(Available Upon Request)
EXHIBIT THREE
SCHEDULE OF DISCOUNT FRACTIONS
(Available Upon Request)
EXHIBIT FOUR
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class
of Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant
to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates and each of the Group 1 Senior, Group 2 Senior, Class M
and Class B Percentages, after giving effect to the amounts distributed
on such Distribution Date, separately identifying any reduction thereof
due to Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution Amount
and Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it
by Sub-Servicers, the number and aggregate principal balances of
Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and
(C) 90 or more days and the number and aggregate principal balance of
Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the
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calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass- Through Rate with respect to the Class
A-V Certificates and each Subclass, if any, thereof;
(xiii) [RESERVED];
(xiv) the Notional Amount with respect to each class of
Interest Only Certificates and each Subclass Notional Amount;
(xv) the occurrence of the Credit Support Depletion Date;
(xvi) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvii) the related Senior Percentage for such Distribution
Date;
(xviii) the aggregate amount of Realized Losses for such
Distribution Date;
(xix) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty assigned to the Trustee pursuant to Section 2.04;
(xx) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xxi) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
The Trustee's internet website will initially be located at
xxxx://xxx.xxx.xxxxxxx.xxx. To receive this statement via first class mail,
telephone the Trustee at (000) 000-0000.
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EXHIBIT FIVE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF JULY 1, 2001
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EXHIBIT SIX
AGGREGATE PLANNED PRINCIPAL BALANCES
AGGREGATE AGGREGATE
PLANNED PRINCIPAL PLANNED PRINCIPAL
BALANCES FOR CLASSES 1 BALANCES FOR CLASSES 2
A-1, 1-A-14 AND 1-A-15 A-1 AND 2-A-13
DISTRIBUTION DATE CERTIFICATES CERTIFICATES
Initial Balance............ $120,121,000.00 $33,569,000.00
November 25, 2001.......... 119,597,849.59 33,457,320.31
December 25, 2001.......... 118,994,589.75 33,325,190.98
January 25, 2002........... 118,311,400.45 33,172,865.40
February 25, 2002.......... 117,548,513.15 33,000,389.10
March 25, 2002............. 116,706,210.76 32,807,820.57
April 25, 2002............. 115,784,827.58 32,595,231.29
May 25, 2002............... 114,784,749.15 32,362,705.70
June 25, 2002.............. 113,706,412.10 32,110,341.14
July 25, 2002.............. 112,550,303.87 31,838,247.85
August 25, 2002 ........... 111,316,962.44 31,546,548.86
September 25, 2002......... 110,006,975.98 31,235,379.97
October 25, 2002........... 108,620,982.44 30,904,889.61
November 25, 2002.......... 107,159,669.08 30,555,238.77
December 25, 2002.......... 105,623,771.99 30,186,600.86
January 25, 2003........... 104,014,075.47 29,799,161.62
February 25, 2003.......... 102,331,411.48 29,393,118.92
March 25, 2003............. 100,576,658.90 28,968,682.66
April 25, 2003............. 98,750,742.83 28,526,074.57
May 25, 2003............... 96,854,633.83 28,065,528.01
June 25, 2003.............. 94,889,347.07 27,587,287.84
July 25, 2003.............. $92,855,941.49 $27,091,610.12
August 25, 2003 ........... 90,755,518.81 26,578,761.97
September 25, 2003......... 88,589,222.62 26,049,021.29
October 25, 2003........... 86,358,237.34 25,502,676.53
November 25, 2003.......... 84,063,787.16 24,940,026.43
December 25, 2003.......... 81,707,134.90 24,361,379.75
January 25, 2004........... 79,289,580.93 23,767,055.01
February 25, 2004.......... 76,812,461.92 23,157,380.16
March 25, 2004............. 74,351,651.94 22,532,692.33
April 25, 2004............. 71,907,046.13 21,912,117.41
May 25, 2004............... 69,478,540.28 21,295,628.96
June 25, 2004.............. 67,066,030.90 20,683,200.71
July 25, 2004.............. 64,669,415.14 20,074,806.55
August 25, 2004 ........... 62,288,590.85 19,470,420.56
September 25, 2004......... 59,923,456.51 18,870,016.95
October 25, 2004........... 57,573,911.30 18,273,570.16
November 25, 2004.......... 55,239,855.03 17,681,054.73
December 25, 2004.......... 52,921,188.19 17,092,445.42
January 25, 2005........... 50,617,811.90 16,507,717.12
February 25, 2005.......... 48,329,627.93 15,926,844.89
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March 25, 2005............. 46,056,538.69 15,349,803.98
April 25, 2005............. 43,798,447.23 14,776,569.77
May 25, 2005............... 41,555,257.24 14,207,117.81
June 25, 2005.............. 39,326,873.03 13,641,423.82
July 25, 2005.............. 37,113,199.52 13,079,463.65
August 25, 2005 ........... 34,914,142.29 12,521,213.35
September 25, 2005......... 32,729,607.51 11,966,649.09
October 25, 2005........... 30,559,501.96 11,415,747.21
November 25, 2005.......... 28,403,733.04 10,868,484.22
December 25, 2005.......... 26,262,208.76 10,324,836.75
January 25, 2006........... 24,134,837.71 9,784,781.60
February 25, 2006.......... 22,021,529.10 9,248,295.74
March 25, 2006............. 19,922,192.72 8,715,356.25
April 25, 2006............. 17,836,738.95 8,185,940.40
May 25, 2006............... 15,765,078.78 7,660,025.59
June 25, 2006.............. 13,707,123.74 7,137,589.35
July 25, 2006.............. 11,662,785.97 6,618,609.40
August 25, 2006............ 9,631,978.18 6,103,063.57
September 25, 2006......... 7,614,613.64 5,590,929.85
October 25, 2006........... 5,610,606.20 5,082,186.36
November 25, 2006.......... 3,727,412.37 4,603,952.58
December 25, 2006.......... 1,857,213.22 4,129,017.34
January 25, 2007........... 0.00 3,657,359.31
February 25, 2007.......... 0.00 3,188,957.27
March 25, 2007............. 0.00 2,723,790.15
April 25, 2007............. 0.00 2,261,837.04
May 25, 2007............... 0.00 1,803,077.14
June 25, 2007.............. 0.00 1,347,489.80
July 25, 2007.............. 0.00 895,054.49
August 25, 2007............ 0.00 445,750.85
September 25, 2007 and
thereafter................. 0.00 0.00
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