Execution Copy
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of September 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QS14
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ARTICLE I DEFINITIONS
Section 1.1 Definitions................................................4
Section 1.2 Use of Words and Phrases..................................30
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.1 Conveyance of Mortgage Loans..............................31
Section 2.2 Acceptance by Trustee.....................................32
Section 2.3 Representations, Warranties and Covenants of the
Master Servicer and the Company..........................32
Section 2.4 Representations and Warranties of Sellers.
(See Section 2.04 of the Standard Terms).................35
Section 2.5 Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I and REMIC II.....................................35
Section 2.6 Conveyance of Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests;
Acceptance by the Trustee................................36
Section 2.7 Issuance of Certificates Evidencing
Interest in REMIC III....................................36
Section 2.8 Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms)..................36
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
Section 4.1 Certificate Account.......................................38
Section 4.2 Distributions.............................................38
Section 4.3 Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting.
(See Section 4.03 of the Standard Terms)..................47
Section 4.4 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(See Section 4.04 of the Standard Terms)..................47
Section 4.5 Allocation of Realized Losses.............................47
Section 4.6 Reports of Foreclosures and Abandonment of
Mortgaged Property.......................................49
Section 4.7 Optional Purchase of Defaulted Mortgage Loans.............49
Section 4.8 Surety Bond.
(See Section 4.08 of the Standard Terms).................49
ARTICLE V THE CERTIFICATES
Section 5.1 The Certificates..........................................50
Section 5.2 Registration of Transfer and Exchange of Certificates.....51
Section 5.3 Mutilated, Destroyed, Lost or Stolen Certificates.........51
Section 5.4 Persons Deemed Owners.....................................51
Section 5.5 Appointment of Paying Agent.
(See Section 5.05 of the Standard Terms).................51
Section 5.6 U.S.A. Patriot Act Compliance.............................51
ARTICLE VI THE COMPANY AND THE MASTER SERVICER
ARTICLE VII DEFAULT
ARTICLE VIII CONCERNING THE TRUSTEE
Section 8.1 Duties of the Trustee.....................................54
Section 8.2 Certain Matters Affecting the Trustee.....................54
Section 8.3 Trustee Not Liable for Certificates or Mortgage Loans.....54
Section 8.4 Trustee May Own Certificates..............................54
Section 8.5 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..........................................54
Section 8.6 Eligibility Requirements for Trustee......................54
Section 8.7 Resignation and Removal of the Trustee....................54
Section 8.8 Successor Trustee.........................................54
Section 8.9 Merger or Consolidation of Trustee........................54
Section 8.10 Appointment of the Co-Trustee or Separate Trustee........54
Section 8.11 Appointment of the Custodians............................54
Section 8.12 Appointment of Office or Agency..........................54
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.1 Optional Purchase by the Master Servicer of
All Certificates; Termination Upon Purchase
by the Master Servicer or Liquidation of
All Mortgage Loans.....................................55
Section 9.2 Additional Termination Requirements.......................58
Section 9.3 Termination of Multiple REMICs............................58
ARTICLE X REMIC PROVISIONS
Section 10.1 REMIC Administration.....................................59
Section 10.2 Master Servicer; REMIC Administrator and
Trustee Indemnification................................59
Section 10.3 Designation of REMICs....................................59
Section 10.4 Distributions on the Uncertificated REMIC I and
REMIC II Regular Interests.............................60
Section 10.5 Compliance with Withholding Requirements.................62
ARTICLE XI MISCELLANEOUS PROVISIONS
Section 11.1 Amendment................................................63
Section 11.2 Recordation of Agreement; Counterparts..................63
Section 11.3 Limitation on Rights of Certificateholders...............63
Section 11.4 Governing Law............................................63
Section 11.5 Notices..................................................63
Section 11.6 Required Notices to Rating Agency and Subservicer........64
Section 11.7 Severability of Provisions.
(See Section 11.07 of the Standard Terms)..............64
Section 11.8 Supplemental Provisions for Resecuritization.............64
Section 11.9 Allocation of Voting Rights..............................64
Section 11.10 No Petition.............................................64
EXHIBITS
Exhibit One-I: Mortgage Loan Schedule (Group I Loans)
Exhibit One-II: Mortgage Loan Schedule (Group II Loans)
Exhibit One-III: Mortgage Loan Schedule (Group III Loans)
Exhibit Two-I: Schedule of Discount Fractions for Group I Loans
Exhibit Two-II: Schedule of Discount Fractions for Group II Loans and
Group III Loans
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement Dated as of August 1, 2004
3
This is a Series Supplement, dated as of September 1, 2005 (the "Series Supplement"),
to the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004 and
attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series
Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL
ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns,
the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its
permitted successors and assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes, which in
the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans
(as defined herein. As provided herein, the REMIC Administrator will make an election to
treat the entire segregated pool of assets described in the definition of Trust Fund, and
subject to this Agreement (including the Mortgage Loans), as three real estate mortgage
investment conduits (each, a "REMIC") for federal income tax purposes.
The terms and provisions of the Standard Terms are hereby incorporated by reference
herein as though set forth in full herein. If any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Standard Terms, the
terms and provisions of this Series Supplement shall govern. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard Terms. The
Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement.
The following table sets forth the designation, type, Pass-Through Rate, aggregate
Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
Designation Pass-Through Aggregate Features(1) Maturity Fitch/ Minimum
Rate Initial Date Xxxxx'x/S&P Denomina-
Certificate tions(2)
Principal
Balance
----------- ------ ------------ ------------------ -------- ---------- --------------
I-A-1 5.25% Senior/Fixed Rate September AAA/Aaa/NA $25,000.00
125,510,000.00 25, 2020
II-A-1 6.00% Senior/Fixed Rate September AAA/NA/AAA $25,000.00
115,613,000.00 25, 2035
III-A-1 6.00% Senior/Super September AAA/NA/AAA $25,000.00
220,000,000.00 Senior/Fixed Rate 25, 2035
III-A-2 6.00% Senior/Senior September AAA/NA/AAA $25,000.00
10,000,000.00 Support/Fixed Rate 25, 2035
III-A-3 6.00% Senior/Fixed Rate September AAA/NA/AAA $25,000.00
104,601,000.00 25, 2035
I-A-P 0.00% Senior/Principal September AAA/Aaa/NA $25,000.00
1,302,649.20 Only 25, 2020
I-A-V Variable 0.00 Senior//Interest September AAA/Aaa/NA $2,000,000.00
Rate(3) Only/Variable Rate 25, 2020
II-A-P 0.00% Senior/Principal September AAA/NA/AAA $25,000.00
7,998,673.73 Only 25, 2035
II-A-V Variable 0.00 Senior//Interest September AAA/NA/AAA $2,000,000.00
Rate(4) Only/Variable Rate 25, 2035
Class R-I 5.25% $100.00 Senior/Residual/FixedSeptember AAA/Aaa/NA 75
Rate 25, 2020
Class R-II 6.00% $50.00 Senior/Residual/FixedSeptember AAA/NA/AAA 5
Rate 25, 2035
Class R-III 6.00% $50.00 Senior/Residual/FixedSeptember AAA/NA/AAA 5
Rate 25, 2035
Class I-M-1 5.25% Mezzanine/Fixed September AA/NA/NA $25,000.00
$2,881,400.00 Rate 25, 2020
Class I-M-2 5.25% $327,400.00 Mezzanine/Fixed September A/NA/NA $250,000.00
Rate 25, 2020
Class I-M-3 5.25% $392,900.00 Mezzanine/Fixed September BBB/NA/NA $250,000.00
Rate 25, 2020
Class 6.00% Mezzanine/Fixed September NA/NA/AA $25,000.00
II-M-1 $11,637,900.00 Rate 25, 2035
Class 6.00% Mezzanine/Fixed September NA/NA/A $250,000.00
II-M-2 $5,333,700.00 Rate 25, 2035
Class 6.00% Mezzanine/Fixed September NA/NA/BBB $250,000.00
II-M-3 $2,909,300.00 Rate 25, 2035
Class I-B-1 5.25% $196,400.00 Subordinate/Fixed September BB/NA/NA 2
Rate 25, 2020
Class I-B-2 5.25% $130,900.00 Subordinate/Fixed September B/NA/NA 2
Rate 25, 2020
Class I-B-3 5.25% $196,455.55 Subordinate/Fixed September NA/NA/NA 2
Rate 25, 2020
Class 6.00% Subordinate/Fixed September NA/NA/BB $250,000.00
II-B-1 $2,909,300.00 Rate 25, 2035
Class 6.00% Subordinate/Fixed September NA/NA/B $250,000.00
II-B-2 $2,182,000.00 Rate 25, 2035
Class 6.00% Subordinate/Fixed September NA/NA/NA $250,000.00
II-B-3 $1,697,095.41 Rate 25, 2035
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(1) The Certificates, other than the Class B and Class R Certificates, shall be Book-Entry
Certificates. The Class B and Class R Certificates shall be delivered to the holders
thereof in physical form.
(2) The Certificates, other than the Class R Certificates, shall be issuable in minimum
dollar denominations as indicated above (by Certificate Principal Balance or Notional
Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class
I-A-P, Class II-A-P, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and
Class II-B-3 Certificates) in excess thereof, except that one Certificate of any of the
Class I-A-P, Class II-A-P, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates that contain an uneven multiple of $1,000 shall be
issued in a denomination equal to the sum of the related minimum denomination set forth
above (or in the case of the Class I-B-1, Class I-B-2 and Class I-B-3 Certificates in
minimum original denominations equal to the initial Certificate Principal Balance of such
Certificate) and such uneven multiple for such Class or the sum of such denomination and an
integral multiple of $1,000.
(3) The initial Pass-Through Rate on the Class I-A-V Certificates is 0.3245%.
(4) The initial Pass-Through Rate on the Class II-A-V Certificates is 0.3226%.
(5) Each class of the Class R Certificates shall be issuable in minimum denominations of
not less than a 20% Percentage Interest; provided, however, that one Class R Certificate of
each Class will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of
The Group I Loans have an aggregate principal balance as of the Cut-off Date of
$130,938,204.75. The Group II Loans have an aggregate principal balance as of the Cut-off
Date of $123,586,657.14. The Group III Loans have an aggregate principal balance as of the
Cut-off Date of $361,295,412.00. The combined Group II Loans and Group III Loans have an
aggregate principal balance as of the Cut-off Date of $484,882,069.14.
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In consideration of the mutual agreements herein contained, the Company, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date, as to any
Class or Subclass of Certificates (other than any Principal Only Certificates), interest
accrued during the related Interest Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance or Notional Amount thereof immediately prior to such
Distribution Date. Accrued Certificate Interest will be calculated on the basis of a
360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest
on any Class or Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans in the related Loan Group
(to the extent not offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on
all Mortgage Loans in the related Loan Group (including Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not allocated solely to one or more specific Classes of Certificates pursuant
to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made with respect to
a Mortgage Loan or REO Property on the Mortgage Loans in the related Loan
Group, which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property and (B) made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
on the Mortgage Loans in the related Loan Group and were not allocated solely
to one or more specific Classes of Certificates pursuant to Section 4.05, and
(iv) any other interest shortfalls not covered by the subordination provided by the
related Class M Certificates and related Class B Certificates, including interest
that is not collectible from the Mortgagor pursuant to the Servicemembers
Civil Relief Act, as amended, or similar legislation or regulations as in effect
from time to time, all allocated as described below.
The Class I-A Percentage of these reductions with respect to the Group I Loans will be
allocated among the Holders of the Group I Senior Certificates, other than the Class I-A-P
Certificates, in proportion to the amounts of Accrued Certificate Interest that would have
been payable to those Certificates from the Group I Loans on that Distribution Date absent
such reductions. The Class II-A Percentage of these reductions with respect to the Group
II Loans will be allocated among the Holders of the Group II Senior Certificates, in
proportion to the amounts of Accrued Certificate Interest that would have been payable to
those Certificates from the Group II Loans on that Distribution Date absent such
reductions. The Class III-A Percentage of these reductions with respect to the Group III
Loans will be allocated among the Holders of the Group III Senior Certificates, in
proportion to the amounts of Accrued Certificate Interest that would have been payable to
those Certificates from the Group III Loans on that Distribution Date absent such
reductions. The remainder of these reductions will be allocated among the Holders of the
related Class M Certificates and the related Class B Certificates in proportion to the
respective amounts of Accrued Certificate Interest that would have been payable on that
distribution date absent these reductions. In the case of each class of Class M
Certificates and Class B Certificates, Accrued Certificate Interest on that class will be
further reduced by the interest portion (adjusted to the Net Mortgage Rate) of Realized
Losses that are allocated solely to such Class of Class M Certificates or such Class of
Class B in Certificates pursuant to Section 4.05. Accrued Certificate Interest on each
Class of Certificates is calculated on the basis of a 360-day year consisting of twelve
30-day months
Aggregate Available Distribution Amount: With respect to a Distribution Date, the sum
of the Available Distribution Amounts for both Loan Group II and Loan Group III for such
Distribution Date.
Aggregate Senior Interest Distribution Amount: With respect to a Distribution Date,
the sum of the Senior Interest Distribution Amounts for both Loan Group II and Loan Group
III for such Distribution Date.
Aggregate Senior Principal Distribution Amount: With respect to a Distribution Date,
the sum of the Senior Principal Distribution Amounts for both Loan Group II and Loan Group
III for such Distribution Date.
Available Distribution Amount: As to any Distribution Date and each Loan Group, an
amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in
the Custodial Account as of the close of business on the immediately preceding
Determination Date, including any Subsequent Recoveries, and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv)
any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount
that the Master Servicer is not permitted to withdraw from the Custodial Account or the
Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee
pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer and any additional amounts to be
included with respect to such Loan Group pursuant to Section 4.02(i), reduced by (b) the
sum as of the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts
permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans in the related Loan Group pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount: With respect to each Loan Group as of any date of determination
prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any,
of (A) $150,000, in the case of Loan Group I, and $170,255, in the case of Loan Group II
and Loan Group III in the aggregate, over (B) the aggregate amount of Bankruptcy Losses
allocated solely to one or more specific Classes of Certificates in the related Certificate
Group 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 related Bankruptcy Amount calculated as of the close
of business on the Business Day immediately preceding the most recent anniversary of
the Cut-off Date coinciding with or preceding such date of determination (or, if such
date of determination is an anniversary of the Cut-off Date, the Business Day
immediately preceding such date of determination) (for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) (i) if the aggregate principal balance of the Non-Primary Residence
Loans in the related Loan Group as of the Relevant Anniversary is less than 10%
of the Stated Principal Balance of the Mortgage Loans in the related Loan Group
as of the Relevant Anniversary, $0.00, or (ii) if the aggregate principal
balance of the Non-Primary Residence Loans in the related Loan Group as of the
Relevant Anniversary is equal to or greater than 10% of the Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the Relevant
Anniversary, the sum of (I) the aggregate principal balance of the Non-Primary
Residence Loans in the related Loan Group with a Loan-to-Value Ratio of greater
than 80.00% but less than or equal to 90.00% (other than Additional Collateral
Loans), times 0.25%, (II) the aggregate principal balance of the Non-Primary
Residence Loans in the related Loan Group with a Loan-to-Value Ratio of greater
than 90.00% but less than or equal to 95.00% (other than Additional Collateral
Loans), times 0.50%, and (III) the aggregate principal balance of the
Non-Primary Residence Loans in the related Loan Group with a Loan-to-Value
Ratio of greater than 95.00% (other than Additional Collateral Loans) times
0.75%, in each case as of the Relevant Anniversary; and
(B) the greater of (i) 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 related Loan Group (other than Additional Collateral
Loans) which had an original Loan-to-Value Ratio of 80% or greater that would
result if the Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans in the related Loan Group
as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans
in the related Loan Group 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 related Loan Group
as of the Relevant Anniversary, and (z) one plus the quotient of the number of
all Non-Primary Residence Loans remaining in the related Loan Group divided by
the total number of Outstanding Mortgage Loans in the related Loan Group as of
the Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses on Mortgage Loans in the
related Loan Group allocated solely to one or more specific Classes of related
Certificates in accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount for each Loan Group 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 related 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.
Capitalization Reimbursement Amount: As to any Distribution Date and Loan Group the
amount of Advances or Servicing Advances that were added to the Stated Principal Balance of
the Mortgage Loans in such Loan Group during the prior calendar month and reimbursed to the
Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section
3.10(a)(vii), plus the related Capitalization Reimbursement Shortfall Amount remaining
unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution Date and Loan
Group, the amount, if any, by which the amount of Advances or Servicing Advances that were
added to the Stated Principal Balance of the Mortgage Loans in such Loan Group during the
preceding calendar month exceeds the amount of principal payments on the Mortgage Loans
included in the Available Distribution Amount for that Loan Group and Distribution Date.
Certificate: Any Class I-A-1, Class II-A-1, Class III-A-1, Class III-A-2, Class
III-A-3, Class I-A-V, Class I-A-P, Class II-A-1, Class II-A-V, Class II-A-P, Class R-I,
Class R-II, Class R-III, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2,
Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates.
Certificate Account: The separate account or accounts created and maintained
pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Deutsche Bank
Trust Company Americas, as trustee, in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QS14"
and which must be an Eligible Account.
Certificate Group: With respect to (i) Loan Group I, the Group I Senior, Class I-M
and Class I-B Certificates; (ii) Loan Group II, the Group II Senior Certificates; (iii)
Loan Group III, the Group III Senior Certificates and (iv) Loan Group II and Loan Group III
in the aggregate, the Group II Senior, Group III Senior, Class II-A-P, Class II-A-V, Class
II-M and Class II-B Certificates.
Certificate Policy: None.
Certificate Principal Balance: With respect to each Certificate (other than any
Interest Only Certificate), on any date of determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as specified on
the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.02, minus
(iii) the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Certificate of the Class of
Subordinate Certificates with the Lowest Priority at any given time shall be further
reduced by an amount equal to the Percentage Interest represented by such Certificate
multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance
of all Classes of Certificates in the related Certificate Group then outstanding over (B)
the then aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan, any Distribution Date and any Loan Group, the
extent to which the amount described in clause (C)(1) of the definition of Class A-P
Principal Distribution Amount for such Loan Group is less than the amount described in
clause (C)(2) of such definition.
Class A-P Principal Distribution Amount: With respect to any Distribution Date and
Loan Group an 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, Subsequent Recoveries
and repurchases (including deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loan in the related Loan Group (or, in the case of a substitution of a
Deleted Mortgage Loan in the related Loan Group, 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 occurred during the preceding calendar
month (or was deemed to have occurred during such period in accordance with Section
3.07(b)) 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 Mortgage Loan to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any previous Distribution Date
(calculated pursuant to clauses (A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such Distribution
Date and Loan Group and the amount of any Class A-P Collection Shortfalls for such
Loan Group remaining unpaid for all previous Distribution Dates, but only to the
extent of the Eligible Funds for such Distribution Date; minus
(F) the related Discount Fraction of the portion of the Capitalization
Reimbursement Amount for the related Loan Group for such Distribution Date, if any,
related to each Discount Mortgage Loan in the related Loan Group.
Notwithstanding the foregoing, with respect to any Distribution Date on and after the
Credit Support Depletion Date, the Class A-P Principal Distribution Amount for a Loan Group
shall equal the excess of (i) the sum of (a) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage Loan in the related Loan Group
received or advanced prior to the related Determination Date and not previously distributed
minus the Discount Fraction of the principal portion of any related Debt Service Reduction
which together with other Bankruptcy Losses exceeds the Bankruptcy Amount and (b) the
aggregate amount calculated pursuant to clauses (B) and (C) above over (ii) the amount
calculated pursuant to clause (F) above.
Class A-P Certificates: The Class I-A-P Certificates and Class II-A-P Certificates,
which relate to and are payable from the Group I Loans and the Group II Loans and Group III
Loans, respectively.
Class A-V Certificates: The Class I-A-V Certificates and Class II-A-V Certificates,
which relate to and are payable from the Group I Loans and the Group II Loans and Group III
Loans, respectively.
Class B Certificates: The Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates. The Class I-B-1, Class I-B-2 and Class I-B-3
Certificates relate to and are payable from the Group I Loans. The Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates relate to and are payable from the Group II Loans and
the Group III Loans.
Class M Certificates: The Class I-M-1, Class I-M-2, Class I-M-3 Certificates, which
relate to and are payable from the Group I Loans, and the Class II-M-1, Class II-M-2 and
Class II-M-3 Certificates, which relate to and are payable from the Group II Loans and the
Group III Loans.
Class R Certificate: Any one of the Class R-I, Class R-II and Class R-III
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee
and authenticated by the Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest"
in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC III for purposes of the REMIC Provisions.
Class I-A Percentage: With respect to 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 I Senior Certificates, other than the Class I-A-P
Certificates, immediately prior to that Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group I, other than the Discount Fraction of the Discount Mortgage
Loans in Loan Group I, immediately prior to that Distribution Date.
Class I-M Certificates: The Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.
Class II-A Percentage: With respect to any Distribution Date, the percentage equal
to lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group II Senior Certificates, immediately
prior to that Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties) in Loan Group
II, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group II,
immediately prior to that Distribution Date.
Class III-A Percentage-With respect to 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 III Senior Certificates immediately prior to that
Distribution Date and the denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) in Loan Group III, other than the
Discount Fraction of the Discount Mortgage Loans in Loan Group III, immediately prior to
that Distribution Date.
Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class II-M-3 Certificates.
Closing Date: September 29, 2005.
Compensating Interest: With respect to any Distribution Date and each Loan Group an
amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full
during the related Prepayment Period and Curtailments during the prior calendar month and
included in the Available Distribution Amount for the such Loan Group on such Distribution
Date, but not more than the lesser of (a) one-twelfth of 0.125% of the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group immediately preceding
such Distribution Date and (b) the sum of the Servicing Fee and all income and gain on
amounts held in the Custodial Account and the Certificate Account and payable to the
Certificateholders with respect to the Mortgage Loans in the related Loan Group and such
Distribution Date; provided that for purposes of this definition the amount of the
Servicing Fee will not be reduced pursuant to Section 7.02(a) except as may be required
pursuant to the last sentence of such Section.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this instrument is located at
0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Residential
Funding Corporation Series 2005-QS14.
Credit Support Depletion Date: With respect to Loan Group I, the first Distribution
Date on which the Certificate Principal Balances of the Class I-M, Class I-B-1, Class I-B-2
and Class I-B-3 Certificates have been reduced to zero. With respect to Loan Group II and
Loan Group III, the first Distribution Date on which the Certificate Principal Balances of
the Class II-M, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates have been reduced
to zero.
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
Cut-off Date: September 1, 2005.
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 I, 5.25% per annum. With
respect to Loan Group II and Loan Group III, 6.00% per annum.
Due Period: With respect to each Distribution Date, the calendar month in which such
Distribution Date occurs.
Eligible Account: An account that is any of the following: (i) maintained with a
depository institution the debt obligations of which have been rated by each Rating Agency
in its highest rating available, or (ii) an account or accounts in a depository institution
in which such accounts are fully insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel
delivered to the Trustee and each Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, or (iii) in the case of the
Custodial Account, a trust account or accounts maintained in the corporate trust department
of U.S. Bank, National Association, or (iv) in the case of the Certificate Account, a trust
account or accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the then-current rating assigned to such
Certificates by such Rating Agency).
Eligible Funds: With respect to any Distribution Date and Loan Group, an amount
equal to the excess of (a) the Available Distribution Amount for such Loan Group or the
Aggregate Available Distribution Amount, as applicable, over (b) the sum of (i) the
aggregate amount of Accrued Certificate Interest on the related Senior Certificates or the
Aggregate Senior Interest Distribution Amount, as applicable, (ii) the related Senior
Principal Distribution Amount or Aggregate Senior Principal Distribution Amount, as
applicable, (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the
related Class A-P Principal Distribution Amount for Loan Group I or both Loan Group II and
Loan Group III, as applicable (determined without regard to clause (E) of the definition of
Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class I-M, Class I-B-1 and Class I-B-2 Certificates, or the
Class II-M, Class II-B-1 and Class II-B-2 Certificates, as applicable.
Excess Subordinate Principal Amount: With respect to any Distribution Date on which
the aggregate Certificate Principal Balance of the Class of Subordinate Certificates in the
Certificate Group related to a Loan Group then outstanding with the Lowest Priority is to
be reduced to zero and on which Realized Losses are to be allocated to such Class or
Classes, the excess, if any, of (i) the amount that would otherwise be distributable in
respect of principal on such class or classes of Certificates on such Distribution Date
over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such Class
or Classes of Certificates immediately prior to such Distribution Date over the aggregate
amount of Realized Losses to be allocated to such Classes of Certificates on such
Distribution Date as reduced by any amount calculated with respect to that Loan Group
pursuant to clause (E) of the definition of Class A-P Principal Distribution Amount. The
Excess Subordinate Principal Amount will be allocated between the Loan Group II and Loan
Group III on a pro rata basis in accordance with the amount of Realized Losses on the
Mortgage Loans in each Loan Group allocated to the Certificates on that Distribution Date.
Fraud Loss Amount: With respect to each Loan Group as of any date of determination
after the Cut-off Date, an amount equal to: (X) prior to the first anniversary of the
Cut-off Date an amount equal to 2.25% (in the case of Group I Loans) or 2.00% (in the case
of Group II Loans and Group III Loans combined) of the aggregate outstanding principal
balance of the Mortgage Loans in the related Loan Group or Loan Groups as of the Cut-off
Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific
Classes of related Certificates in accordance with Section 4.05 of this Series Supplement
since the Cut-off Date up to such date of determination, (Y) from the first to, but not
including, the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud Loss Amount for such Loan Group or Loan Groups as of the most recent
anniversary of the Cut-off Date and (b) 1.50% (in the case of Group I Loans) or 1.00% (in
the case of Group II Loans and Group III Loans combined) of the aggregate outstanding
principal balance of all of the Mortgage Loans in the related Loan Group or Loan Groups 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 related Certificates in
accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination, and (Z) from the second to, but not including, the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount for the related Loan Group or Loan Groups as of the most recent anniversary of the
Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the
Mortgage Loans in the related Loan Group or Loan Groups as of the most recent anniversary
of the Cut-off Date minus (2) the aggregate amount of Fraud Losses for the related Loan
Group or Loan Groups allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off Date, the
Fraud Loss Amount for such Loan Group or Loan Groups shall be zero.
The Fraud Loss Amount for a Loan Group 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
related 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 I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group I
Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group
II Loans.
Group III Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group
III Loans.
Group I Senior Certificates: The Class I-A-1, Class I-A-V, Class I-A-P and Class R-I
Certificates, which relate to and are payable from the Group I Loans.
Group II Senior Certificates: The Class II-A-1, Class R-II and Class R-III
Certificates, which relate to and are payable from the Group II Loans.
Group III Senior Certificates: The Class III-A-1, Class III-A-2 and Class III-A-3
Certificates, which relate to and are payable from the Group III Loans.
Highest Priority: As of any date of determination, the Class of related Subordinate
Certificates then outstanding with a Certificate Principal Balance greater than zero, with
the earliest priority for payments pursuant to Section 4.02(a), in the following order: (a)
for the Subordinate Certificates related to Loan Group I, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (b) for the Subordinate
Certificates related to Loan Group II and Loan Group III combined, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates.
Initial Monthly Payment Fund: $25,998.43, representing scheduled principal
amortization and interest at the Net Mortgage Rate payable during the October 2005 Due
Period, for those Mortgage Loans for which the Trustee will not be entitled to receive such
payment.
Initial Notional Amount: With respect to the Class I-A-V Certificates, the aggregate
Cut-off Date Principal Balance of the Group I Loans and with respect to the Class II-A-V
Certificates, the aggregate Cut-off Date Principal Balance of the Group II Loans and Group
III Loans. With respect to any Subclass issued pursuant to Section 5.01(c), the aggregate
Stated Principal Balance of the Mortgage Loans corresponding to such Subclass as of the
Cut-Off Date.
Initial Subordinate Class Percentage: With respect to each Class of related
Subordinate Certificates, an amount which is equal to the initial aggregate Certificate
Principal Balance of such related Class of Subordinate Certificates divided by the
aggregate Stated Principal Balance of all the Mortgage Loans in the related Loan Group or
Loan Groups as of the Cut-off Date as follows:
Class I-M-1: 2.20% Class I-B-1: 0.15%
Class I-M-2: 0.25% Class I-B-2: 0.15%
Class I-M-3: 0.30% Class I-B-3: 0.10%
Class II-M-1: 2.40% Class II-B-1: 0.60%
Class II-M-2: 1.10% Class II-B-2: 0.45%
Class II-M-3: 0.60% Class II-B-3: 0.35%
Interest Accrual Period: With respect to any Class of Certificates, and any
Distribution Date, the calendar month preceding the month in which such Distribution Date
occurs.
Interest Only Certificates: Any one of the Class I-A-V Certificates and Class II-A-V
Certificates. The Interest Only Certificates will have no Certificate Principal Balance.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group III.
Loan Group I: The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II Loans.
Loan Group III: The group of Mortgage Loans comprised of the Group III Loans.
Lower Priority: As of any date of determination and any Class of Subordinate
Certificates, any other Class of related Subordinate Certificates then outstanding with a
later priority for payments pursuant to Section 4.02 (a).
Lowest Priority: As of any date of determination, the Class of related Subordinate
Certificates then outstanding with a Certificate Principal Balance greater than zero, with
the latest priority for payments pursuant to Section 4.02(a), in the following order: (a)
for the Subordinate Certificates related to Loan Group I, Class I-B-3, Class I-B-2, Class
I-B-1, Class I-M-3, Class I-M-2 and Class I-M-1 Certificates and (b) for the Subordinate
Certificates related to Loan Group II and Loan Group III, Class II-B-3, Class II-B-2, Class
II-B-1, Class II-M-3, Class II-M-2 and Class II-M-1 Certificates .
Maturity Date: With respect to Certificates in the Certificate Group related to Loan
Group I, September 25, 2020, the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in Loan Group I. With respect to Certificates
in the Certificate Group related to Loan Group II and Loan Group III combined, September
25, 2035, the Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan in Loan Group II and Loan Group III.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as
Exhibit One-I (with respect to Loan Group I), Exhibit One-II (with respect to Loan Group
II) and Exhibit One-III (with respect to Loan Group III) (in each case, 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:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate ("ORIG RATE");
(iv) the Subservicer pass-through rate ("CURR NET");
(v) the Net Mortgage Rate ("NET MTG RT");
(vi) the Pool Strip Rate ("STRIP");
(vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL
P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(xi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage
Loan is secured by a second or vacation residence; and
(xii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured
by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of the
information required.
Notional Amount: As of any Distribution Date, (i) with respect to any Class I-A-V
Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated
Principal Balance of the Group I Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests represented by such Class or Subclass immediately prior to such date; and
(ii) with respect to any Class II-A-V Certificates or Subclass thereof issued pursuant to
Section 5.01(c), the aggregate Stated Principal Balance of the Group II Loans and Group III
Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by
such Class or Subclass immediately prior to such date.
Pass-Through Rate: With respect to the Senior Certificates (other than the Class A-V
Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates and
any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto.
With respect to each Class of 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 or Loan
Groups 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 I-A-V Certificates and
the Class II-A-V Certificates and the initial Distribution Date the Pass-Through Rate is
equal to 0.3245% and 0.3226% per annum, respectively. 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 in the related
Loan Group or Loan Groups corresponding to the 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 Class A-P
Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest.
Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, a per annum
rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the
Discount Net Mortgage Rate for such Loan Group (but not less than 0.00%) per annum.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to timely payment of principal and interest by the
United States or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than
one month from the date of acquisition thereof, provided that the unsecured
short-term debt obligations of the party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers'
acceptances (which shall each have an original maturity of not more than 90 days and,
in the case of bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or of any
domestic branch of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust company at the date of
acquisition thereof have been rated by each Rating Agency in its highest short-term
rating available; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such institution shall
be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has been rated by each Rating Agency
in its highest short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund, money market fund, common trust fund or other pooled investment
vehicle, the assets of which are limited to instruments that otherwise would
constitute Permitted Investments hereunder and have been rated by each Rating Agency
in its highest short-term rating available (in the case of Standard & Poor's such
rating shall be either AAAm or AAAm-G), including any such fund that is managed by
the Trustee or any affiliate of the Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
(vi) other obligations or securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce the rating assigned to any Class
of Certificates by such Rating Agency (without giving effect to any Certificate
Policy (if any) in the case of Insured Certificates (if any)) below the then-current
rating, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect to the
underlying debt instrument or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments
with respect to such instrument provide a yield to maturity greater than 120% of the yield
to maturity at par of such underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and
Fitch and Aaa in the case of Moody's, and for purposes of this Agreement, any references
herein to the highest rating available on unsecured commercial paper and short-term debt
obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case
of Moody's and F-1 in the case of Fitch; provided, however, that any Permitted Investment
that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the
following additional conditions: (i) the total amount of debt from A-1 issuers must be
limited to the investment of monthly principal and interest payments (assuming fully
amortizing collateral); (ii) the total amount of A-1 investments must not represent more
than 20% of the aggregate outstanding Certificate Principal Balance of the Certificates and
each investment must not mature beyond 30 days; (iii) the terms of the debt must have a
predetermined fixed dollar amount of principal due at maturity that cannot vary; and (iv)
if the investments may be liquidated prior to their maturity or are being relied on to meet
a certain yield, interest must be tied to a single interest rate index plus a single fixed
spread (if any) and must move proportionately with that index.
Prepayment Assumption: With respect to each Loan Group, the prepayment assumption to
be used for determining the accrual of original issue discount and premium and market
discount on the related Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 10.0% per annum of the then outstanding principal balance of
the related Mortgage Loans in the first month of the life of such Mortgage Loans and an
additional approximately 1.090909091% per annum in each month thereafter until the twelfth
month, and beginning in the twelfth month and in each month thereafter during the life of
the related Mortgage Loans, a constant prepayment rate of 20.0% per annum.
Prepayment Distribution Percentage: With respect to any Distribution Date and each
Class of Subordinate Certificates in the Certificate Group for Loan Group I and Loan Group
II and Loan Group III combined, under the applicable circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in October 2010
(unless the Certificate Principal Balances of the related Senior Certificates
(other than the related Class A-P Certificates), have been reduced to zero), 0%.
(ii) For any Distribution Date not discussed in clause (i) above on which any Class
of related Subordinate Certificates are outstanding:
(a) in the case of the Class of related Subordinate Certificates then
outstanding with the Highest Priority and each other Class of Subordinate
Certificates for which the related Prepayment Distribution Trigger has been
satisfied, a fraction, expressed as a percentage, the numerator of which is the
Certificate Principal Balance of such Class immediately prior to such date and
the denominator of which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of related Subordinate
Certificates then outstanding with the Highest Priority and (2) all other
Classes of related Subordinate Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of related 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.
Prepayment Distribution Trigger: With respect to any Distribution Date and any Class
of related Subordinate Certificates (other than the Class I-M-1 Certificates and the Class
II-M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class and each
Class of related Subordinate Certificates with a Lower Priority than such Class immediately
prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) in the related Loan Group or Loan Groups
immediately prior to such Distribution Date is greater than or equal to the sum of the
related Initial Subordinate Class Percentages of such Classes of related Subordinate
Certificates.
Principal Only Certificates: Any one of the Class I-A-P Certificates and Class
II-A-P Certificates.
Record Date: With respect to each Distribution Date and each Class of Certificates,
the close of business on the last Business Day of the month preceding the month in which
the related Distribution Date occurs.
Related Classes: As to any Uncertificated REMIC I Regular Interest, those classes of
Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC I
Regular Interest in the definition of Uncertificated REMIC I Regular Interest. As to any
Uncertificated REMIC II Regular Interest, those classes of Certificates identified as
"Related Classes of Certificates" to such Uncertificated REMIC II Regular Interest in the
definition of Uncertificated REMIC II Regular Interest.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is to
be made, consisting of:
(i) the Group I Loans and the related Mortgage Files,
(ii) all payments and collections in respect of the Group I Loans due after
the Cut-off Date (other than Monthly Payments due in the month of the
Cut-off Date) as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust Fund,
including the proceeds from the liquidation of Additional Collateral for
any Additional Collateral Loan, but not including amounts on deposit in
the Initial Monthly Payment Fund,
(iii) property which secured a Group I Loan and which 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 Mortgage Loan, and the
interest in the Surety Bond transferred to the Trustee pursuant to
Section 2.01 herein, in each case related to Group I Loans, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is
to be made, consisting of:
(i) the Group II Loans and the Group III Loans and the related Mortgage Files,
(ii) all payments and collections in respect of the Group II Loans and the
Group III Loans due after the Cut-off Date (other than Monthly Payments
due in the month of the Cut-off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the liquidation
of Additional Collateral for any Additional Collateral Loan, but not
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property which secured a Group II Loan or Group III Loan and which 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 Mortgage Loan, and the
interest in the Surety Bond transferred to the Trustee pursuant to
Section 2.01 herein, in each case related to Group II Loans or Group III
Loans, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC II Certificates: The Class R-II Certificates.
REMIC III: The segregated pool of assets consisting of the Uncertificated REMIC I
Regular Interests and the Uncertificated REMIC II Regular Interests conveyed in trust to
the Trustee for the benefit of the holders of each Class of Certificates (other than the
Class R-I Certificates and the Class R-II Certificates) pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
REMIC III Certificates: Any Class of Certificates (other than the Class R-I
Certificates and the Class R-II Certificates).
Senior Accelerated Distribution Percentage: With respect to any Distribution Date
occurring on or prior to the 60th Distribution Date and Loan Group I, 100%. With respect
to any Distribution Date thereafter and such Loan Group as follows:
(i) for any Distribution Date after the 60th Distribution Date but on or prior to the
72nd Distribution Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the
84th Distribution Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on or prior to the
96th Distribution Date, the related Senior Percentage for such Distribution Date plus
40% of the related Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on or prior to the
108th Distribution Date, the related Senior Percentage for such Distribution Date
plus 20% of the related Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior Percentage for such
Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans in the
related Loan Group delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with respect to which
the Mortgagor is in bankruptcy and any REO Property) averaged over the last six
months, as a percentage of the aggregate outstanding Certificate Principal Balance of
the related Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans in the related Loan Group delinquent 60 days or
more (including Mortgage Loans which are in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any
REO Property) averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans in the related Loan Group
averaged over the last six months, does not exceed 2% and (2) Realized Losses on the
Mortgage Loans in the related Loan Group to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the related
Subordinate Certificates; or
(b)(1) the outstanding principal balance of Mortgage Loans in the related Loan
Group delinquent 60 days or more (including Mortgage Loans which are in foreclosure,
have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor
is in bankruptcy and any REO Property) averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all Mortgage Loans in
the related Loan Group averaged over the last six months, does not exceed 4% and (2)
Realized Losses on the Mortgage Loans in the related Loan Group to date for such
Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25%
or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the
related Subordinate Certificates; and
(ii) that for any Distribution Date on which the related Senior Percentage is greater
than the related Senior Percentage as of the Closing Date, the related Senior Accelerated
Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the Senior Certificates related to Loan Group I (other than the related Class
A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage
shall thereafter be 0%.
With respect to any Distribution Date occurring on or prior to the 60th Distribution
Date and Loan Group II and Loan Group III, 100%. With respect to any Distribution Date
thereafter and Loan Group II and Loan Group III as follows:
(vi) for any Distribution Date after the 60th Distribution Date but on or prior to the
72nd Distribution Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution Date;
(vii) for any Distribution Date after the 72nd Distribution Date but on or prior to the
84th Distribution Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution Date;
(viii) for any Distribution Date after the 84th Distribution Date but on or prior to
the 96th Distribution Date, the related Senior Percentage for such Distribution Date
plus 40% of the related Subordinate Percentage for such Distribution Date;
(ix) for any Distribution Date after the 96th Distribution Date but on or prior to the
108th Distribution Date, the related Senior Percentage for such Distribution Date
plus 20% of the related Subordinate Percentage for such Distribution Date; and
(x) for any Distribution Date thereafter, the related Senior Percentage for such
Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans in the Loan
Group II and Loan Group III delinquent 60 days or more (including Mortgage Loans
which are in foreclosure, have been foreclosed or otherwise liquidated, or with
respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over
the last six months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the related Subordinate Certificates, is less than 50% or (Y)
the outstanding principal balance of Mortgage Loans in the Loan Group II and Loan
Group III delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with respect to which
the Mortgagor is in bankruptcy and any REO Property) averaged over the last six
months, as a percentage of the aggregate outstanding principal balance of all
Mortgage Loans in the Loan Group II and Loan Group III averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in the Loan
Group II and Loan Group III to date for such Distribution Date if occurring during
the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the
Initial Certificate Principal Balances of the related Subordinate Certificates; or
(b)(1) the outstanding principal balance of Mortgage Loans in the Loan Group II
and Loan Group III delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with respect to which
the Mortgagor is in bankruptcy and any REO Property) averaged over the last six
months, as a percentage of the aggregate outstanding principal balance of all
Mortgage Loans in the Loan Group II and Loan Group III averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans in the Loan
Group II and Loan Group III to date for such Distribution Date, if occurring during
the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the
Initial Certificate Principal Balances of the related Subordinate Certificates; and
(ii) that for any Distribution Date on which the weighted average of the Senior
Percentages for Loan Group II and Loan Group III, weighted on the basis of the Stated
Principal Balances of the Mortgage Loans in the related Loan Group excluding the Discount
Fraction of the Discount Mortgage Loans exceeds the weighted average of the initial Senior
Percentages, calculated on that basis, each of the Senior Accelerated Distribution
Percentages for Loan Group II and Loan Group III for that Distribution Date will once again
equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the Senior Certificates related to Loan Group II or Loan Group III (other than
the related Class A-P Certificates, if any) to zero, the related Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Group I Senior Certificates, Group II Senior
Certificates or Group III Senior Certificates, executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D.
Senior Interest Distribution Amount: With respect to any Distribution Date and Loan
Group, the amount of Accrued Certificate Interest required to be distributed from the
related Available Distribution Amount to the Holders of the related Senior Certificates for
that Distribution Date.
Senior Percentage: The Class I-A Percentage, Class II-A Percentage or Class III-A
Percentage, as applicable.
Senior Principal Distribution Amount: With respect to any Distribution Date and Loan
Group the lesser of (a) the balance of the related Available Distribution Amount remaining
after the distribution of all amounts required to be distributed therefrom pursuant to
Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding any amount distributable pursuant
to clause (E) of the definition of "Class A-P Principal Distribution Amount"), and (b) the
sum of the amounts required to be distributed to the Senior Certificateholders of the
related Certificate Group on such Distribution Date pursuant to Sections 4.02(a)(ii)(Y) and
4.02(a)(xvi).
Special Hazard Amount: As of any Distribution Date and Loan Group, an amount equal to
(a) with respect to Loan Group I, $2,000,000 and (b) with respect to Loan Group II Loan and
Group III combined, $4,848,821, in each case minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to one or more specific Classes of Certificates in
the related Certificate Group in accordance with Section 4.05 of this Series Supplement and
(ii) the Adjustment Amount (as defined below) as most recently calculated. For each
anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if
any, by which the amount calculated in accordance with the preceding sentence (without
giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the
greater of (A) the greater of (i) the product of the related Special Hazard Percentage for
such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans
in the related Loan Group or Loan Groups on the Distribution Date immediately preceding
such anniversary and (ii) twice the outstanding principal balance of the Mortgage Loan in
the related Loan Group or Loan Groups with the largest outstanding principal balance as of
the Distribution Date immediately preceding such anniversary and (B) the greater of (i) the
product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans in
the related Loan Group 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 in the related Loan Group 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 in the related Loan
Group, expressed as a percentage, and the denominator of which is equal to 16.46%, in the
case of Loan Group I and 20.15%, in the case of Loan Group II and Loan Group III combined
(which percentages are equal to the respective percentages of Mortgage Loans in the related
Loan Group or Loan Groups by aggregate principal balance initially secured by Mortgaged
Properties located in the State of California) and (ii) the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan in
the related Loan Group or Loan Groups secured by a Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) located in the State of California.
The related Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to any Class of related
Certificates by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Special Hazard Percentage: With respect to each Loan Group as of each anniversary of
the Cut-off Date, the greater of (i) 1.0% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of immediately preceding
Distribution Date) of the Mortgage Loans in the related Loan Group or Loan Groups secured
by Mortgaged Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans in the related
Loan Group or Loan Groups as of the immediately preceding Distribution Date.
Subordinate Certificate: With respect to Loan Group I, any one of the Class I-M
Certificates or Class I-B-1, Class I-B-2 and Class I-B-3 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B and Exhibit C, respectively. With respect to Loan Group II, any one of
the Class II-M Certificates or Class II-B-1, Class II-B-2 and Class II-B-3 Certificates,
executed by the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate Class Percentage: With respect to any Distribution Date and any Class of
Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is
the aggregate Certificate Principal Balance of such Class of Subordinate Certificates
immediately prior to such date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans in the related Loan Group (or related REO
Properties) (other than the related Discount Fraction of each related Discount Mortgage
Loan) immediately prior to such Distribution Date.
Subordinate Percentage: With respect to any Loan Group, as of any date of
determination a percentage equal to 100% minus the related Senior Percentage as of that
date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and
Loan Group and each Class of related Subordinate Certificates, (a) the sum of the
following: (i) such Class's pro rata share, based on the Certificate Principal Balance of
each Class of related Subordinate Certificates then outstanding, of the aggregate of the
amounts calculated (without giving effect to the related Senior Percentages) for such
Distribution Date for the related Loan Group under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A) to the extent not payable to the related Senior Certificates; (ii) such
Class's pro rata share, based on the Certificate Principal Balance of each Class of related
Subordinate Certificates then outstanding, of the principal collections described in
Section 4.02(a)(ii)(Y)(B)(b) for the related Loan Group (without giving effect to the
related Senior Accelerated Distribution Percentages) to the extent such collections are not
otherwise distributed to the related Senior Certificates; (iii) the product of (x) the
related Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and Curtailments received in
the preceding calendar month for the related Loan Group (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments with respect to a related
Discount Mortgage Loan) to the extent not payable to the related Senior Certificates; (iv)
if such Class is the Class of related Subordinate Certificates with the Highest Priority,
any related Excess Subordinate Principal Amount for the related Loan Group for such
Distribution Date not paid to the related Senior Certificates; 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 related Subordinate Certificates minus (b)
the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest
Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and
(ii) the related Capitalization Reimbursement Amount for such Loan Group and Distribution
Date, other than the related Discount Fraction of any portion of that amount related to
each related Discount Mortgage Loan in the related Loan Group, multiplied by a fraction,
the numerator of which is the Subordinate Principal Distribution Amount for such Class of
related Subordinate Certificates, without giving effect to this clause (b)(ii), and the
denominator of which is the sum of the principal distribution amounts for all Classes of
Certificates in the related Certificate Group (other than the Class A-P Certificates),
without giving effect to any reductions for the Capitalization Reimbursement Amount.
Super Senior Certificates: Any of the Class III-A-1 Certificates.
Super Senior Optimal Percentage: As to any Distribution Date on and after the Credit
Support Depletion Date for Loan Group III and the Super Senior Certificates, a percentage
expressed as a fraction, the numerator of which is the Certificate Principal Balance of the
Super Senior Certificates immediately prior to that distribution date and the denominator
of which is the aggregate Certificate Principal Balance of the Group III Senior
Certificates immediately prior to that distribution date.
Super Senior Optimal Principal Distribution Amount: As to any Distribution Date on and
after the Credit Support Depletion Date and the Super Senior Certificates, an amount equal
to the product of (a) the then-applicable Super Senior Optimal Percentage for that class of
Super Senior Certificates and (b) the amounts described in Section 4.02(a)(ii)(Y) with
respect to Loan Group III.
Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to
each Uncertificated REMIC I Regular Interest other than each Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on the Related Classes of
Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I
Regular Interest, (ii) as to each Uncertificated REMIC I Regular Interest Z and each
Uncertificated REMIC III Regular Interest Z1, an amount equal to one month's interest at
the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage
Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or
other reductions of interest allocable to the Class I-A-V Certificates, (iii) as to each
Uncertificated REMIC II Regular Interest other than each Uncertificated REMIC II Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on the Related Classes of
Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC II
Regular Interest and (iv) as to each Uncertificated REMIC II Regular Interest Z and each
Uncertificated REMIC III Regular Interest Z2, an amount equal to one month's interest at
the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage
Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or
other reductions of interest allocable to the Class II-A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I
Regular Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum
rate specified in the definition of Uncertificated REMIC I Regular Interests. With respect
to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular
Interest Z1, the Pool Strip Rate for the related Mortgage Loan. With respect to each of
the Uncertificated REMIC II Regular Interests, other than the Uncertificated REMIC II
Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC
II Regular Interests. With respect to each Uncertificated REMIC II Regular Interest Z and
each Uncertificated REMIC III Regular Interest Z2, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated REMIC I
Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest.
With respect to each Uncertificated REMIC II Regular Interest, as defined in the definition
of Uncertificated REMIC II Regular Interest.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular
Interests Z together with the interests identified in the table below, each representing an
undivided beneficial ownership interest in REMIC I, and having the following
characteristics:
1. The principal balance from time to time of each Uncertificated REMIC I Regular
Interest identified in the table below shall be the amount identified as the
Initial Principal Balance thereof in such table, minus the sum of (x) the
aggregate of all amounts previously deemed distributed with respect to such
interest and applied to reduce the Uncertificated Principal Balance thereof
pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to
Section 10.04(d), which equals the aggregate principal balance of the Classes
of Certificates identified as related to such Uncertificated REMIC I Regular
Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular
Interest identified in the table below shall be the per annum rate set forth
in the Pass-Through Rate column of such table.
3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular
Interest identified in the table below shall be, for any Distribution Date,
the amount deemed distributed with respect to such Uncertificated REMIC I
Regular Interest on such Distribution Date pursuant to the provisions of
Section 10.04(a).
---------------------------------------------------------------------------------
Uncertificated Related Classes of Pass-Through Initial
REMIC I Regular Certificates Rate Principal
Interest Balance
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
X Class I-A-P 0.00% $1,302,649.20
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Y Class I-A-1, Class I-M-1, 5.25% $129,635,455.55
Class I-M-2, Class I-M-3,
Class I-B-1, Class I-B-2,
Class I-B-3
---------------------------------------------------------------------------------
Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular
Interests Z together with the interests identified in the table below, each representing an
undivided beneficial ownership interest in REMIC II, and having the following
characteristics:
1. The principal balance from time to time of each Uncertificated REMIC II
Regular Interest identified in the table below shall be the amount identified
as the Initial Principal Balance thereof in such table, minus the sum of (x)
the aggregate of all amounts previously deemed distributed with respect to
such interest and applied to reduce the Uncertificated Principal Balance
thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses that were previously deemed allocated to the
Uncertificated Principal Balance of such Uncertificated REMIC II Regular
Interest pursuant to Section 10.04(d), which equals the aggregate principal
balance of the Classes of Certificates identified as related to such
Uncertificated REMIC II Regular Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II Regular
Interest identified in the table below shall be the per annum rate set forth
in the Pass-Through Rate column of such table.
3. The Uncertificated REMIC II Distribution Amount for each REMIC II Regular
Interest identified in the table below shall be, for any Distribution Date,
the amount deemed distributed with respect to such Uncertificated REMIC II
Regular Interest on such Distribution Date pursuant to the provisions of
Section 10.04(a).
---------------------------------------------------------------------------------
Uncertificated Related Classes of Pass-Through Initial
REMIC II Regular Certificates Rate Principal
Interest Balance
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
X Class II-A-P 0.00% $7,998,673.73
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Y Class II-A-1, Class 6.00% $476,883,345.41
III-A-1, Class III-A-2,
Class III-A-3, Class
II-M-1, Class II-M-2,
Class II-M-3, Class
II-B-1, Class II-B-2,
Class II-B-3, Class R-III
---------------------------------------------------------------------------------
Uncertificated REMIC I Regular Interests Z: Each of the 633 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to
633, each relating to the particular Mortgage Loan identified by such sequential number on
the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at
the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC I Regular Interests Z Distribution Amount: With respect to any
Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated
REMIC I Regular Interests Z for such Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each
Uncertificated REMIC I Regular Interest, other than the Uncertificated REMIC I Regular
Interests Z, the amount specified as the Uncertificated REMIC I Regular Interest
Distribution Amount with respect thereto in the definition of Uncertificated REMIC I
Regular Interests. With respect to the Uncertificated REMIC I Regular Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests Z: Each of the 1545 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to
1545, each relating to the particular Mortgage Loan identified by such sequential number on
the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at
the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC II Regular Interests Z Distribution Amount: With respect to any
Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated
REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC II Regular Interest Distribution Amounts: With respect to each
Uncertificated REMIC II Regular Interest, other than the Uncertificated REMIC II Regular
Interests Z, the amount specified as the Uncertificated REMIC II Regular Interest
Distribution Amount with respect thereto in the definition of Uncertificated REMIC II
Regular Interests. With respect to the Uncertificated REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated REMIC III Regular Interests Z1: Each of the 633 uncertificated
partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1
through 633 each relating to the identically numbered Uncertificated REMIC I Regular
Interests Z, each having no principal balance and bearing interest at a rate equal to the
related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the
identically numbered Uncertificated REMIC I Regular Interests Z, comprising such
Uncertificated REMIC III Regular Interests Z1's pro rata share of the amount distributed
pursuant to Section 10.04(a).
Uncertificated REMIC III Regular Interests Z2: Each of the 1545 uncertificated
partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1
through 1545 each relating to the identically numbered Uncertificated REMIC II Regular
Interests Z, each having no principal balance and bearing interest at a rate equal to the
related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the
identically numbered Uncertificated REMIC II Regular Interests Z, comprising such
Uncertificated REMIC III Regular Interests Z2's pro rata share of the amount distributed
pursuant to Section 10.04(a).
Uncertificated REMIC III Regular Interests Distribution Amount: With respect to any
Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated
REMIC I Regular Interests Z and Uncertificated REMIC II Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Undercollateralized Amount: With respect any Certificate Group and Distribution
Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate
Sub-Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the
related Sub-Loan Group, in each case calculated on such Distribution Date after giving
effect to distributions to be made thereon (other than amounts to be distributed pursuant
to Section 4.02(j) on such Distribution Date).
Undercollateralized Certificate Group: With respect any Distribution Date, a
Certificate Sub-Group for which the related Undercollateralized Amount exceeds zero.
Underwriter: Greenwich Capital Markets, Inc., Citigroup Global Markets Inc. and
Residential Funding Securities Corporation.
Section 1.2 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other
equivalent words refer to the Pooling and Servicing Agreement as a whole. All references
herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections
and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein
include both the singular and the plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.1 Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) (See Section 2.01(b) of the Standard Terms).
(c) The Company may, in lieu of delivering the original of the documents set forth
in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian
or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within thirty
Business Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee
or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee.
The parties hereto agree that it is not intended that any Mortgage Loan be included
in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in
the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan
Practices Act, effective as of January 1, 2005.
(d) (See Section 2.01(d) of the Standard Terms).
(e) (See Section 2.01(e) of the Standard Terms).
(f) (See Section 2.01(f) of the Standard Terms).
(g) (See Section 2.01(g) of the Standard Terms).
(h) (See Section 2.01(h) of the Standard Terms).
Section 2.2 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section 2.3 Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) For representations, warranties and covenants of the Master Servicer, see Section
2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in
the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or
the Mortgage Loans, as the case may be, is true and correct in all material respects
at the date or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing (subject to interest only periods, if
applicable), fixed-rate mortgage loans with level Monthly Payments due, with respect
to a majority of the Mortgage Loans, on the first day of each month and terms to
maturity at origination or modification of not more than 15 years, in the case of
Group I Loans, and 30 years, in the case of Group II Loans and Group III Loans;
(iv) To the best of the Company's knowledge, if a Group I Loan is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage
Loan is the subject of a Primary Insurance Policy that insures (a) at least 30% of
the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 100.00% and 95.01%, (b) at least 25% of the Stated Principal Balance
of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (c) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00%
and 85.01% and (d) at least 6% of such balance if the Loan-to-Value Ratio is between
85.00% and 80.01%; if a Group II Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated
Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%,
(c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between
85.00% and 80.01%; and, except for 15 loans representing approximately 0.9% of the
Group III Loans, if a Group III Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated
Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%,
(c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between
85.00% and 80.01%. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance companies whose
claims-paying abilities are currently acceptable to each Rating Agency;
(vi) No more than 1.0% of the Group I Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one zip code area
in Maine, and no more than 0.9% of the Group I Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area outside Maine; no more than 1.2% of the Group II Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in Florida, and no more than 1.1% of the Group II
Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area outside Florida; no more than
0.7% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off
Date are secured by Mortgaged Properties located in any one zip code area in
California, and no more than 0.5% of the Group III Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located
in any one zip code area 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) Approximately 76.07% of the Group I Loans by aggregate Stated Principal Balance as of
the Cut-off Date were underwritten under a reduced loan documentation program;
approximately 67.71% of the Group II Loans by aggregate Stated Principal Balance as
of the Cut-off Date were underwritten under a reduced loan documentation program; and
approximately 70.77% of the Group III Loans by aggregate Stated Principal Balance as
of the Cut-off Date were underwritten under a reduced loan documentation program;
(x) Except with respect to approximately 23.78% of the Group I Loans by aggregate Stated
Principal Balance as of the Cut-off Date, approximately 81.55% of the Group II Loans
by aggregate Stated Principal Balance as of the Cut-off Date and 20.79% of the Group
III Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor
represented in its loan application with respect to the related Mortgage Loan that
the Mortgaged Property would be owner-occupied;
(xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing of each Mortgage
Loan and is valid and binding and remains in full force and effect, unless the
Mortgaged Properties are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
(xiv) Three of the Mortgage Loans are Cooperative Loans; with respect to a Mortgage Loan
that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216
of the Code) in a cooperative housing corporation (as defined in Section 216 of the
Code);
(xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan
program (through which no new or updated appraisals of Mortgaged Properties are
obtained in connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged Property as of the
date the Mortgage Loan was originated was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the
Mortgage Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year
consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed
Mortgage Note;
(xviii) None of the Mortgage Loans has been made to an International Borrower, and no
such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank;
(xix) No Mortgage Loan provides for payments that are subject to reduction by withholding
taxes levied by any foreign (non-United States) sovereign government; and
(xx) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage
Loans are Pledged Asset Loans.
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or
any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties set forth in this
Section 2.03(b) that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated under a
Custodial Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the party discovering such
breach shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall
have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered. Any such
substitution shall be effected by the Company under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase or
substitute for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the Certificateholders
or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the
Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans
as provided in this Section 2.03(b) if the substance of the breach of a representation set
forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.4 Representations and Warranties of Sellers.(See Section 2.04 of the
Standard Terms)
Section 2.5 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I and REMIC II.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions
noted, together with the assignment to it of all other assets included in the Trust Fund
and/or the applicable REMIC, receipt of which is hereby acknowledged. Concurrently with
such delivery and in exchange therefor, the Trustee, pursuant to the written request of the
Company executed by an officer of the Company, has executed and caused to be authenticated
and delivered to or upon the order of the Company (i) the Class R-I Certificates in
authorized denominations which together with the Uncertificated REMIC I Regular Interests,
evidence the beneficial interest in REMIC I and (ii) the Class R-II Certificates in
authorized denominations which together with the Uncertificated REMIC II Regular Interests,
evidence the beneficial interest in REMIC II.
Section 2.6 Conveyance of Uncertificated REMIC I Regular Interests and REMIC II
Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution and delivery
hereof, does hereby assign without recourse all the right, title and interest of the
Company in and to the Uncertificated REMIC I Regular Interests and 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-I Certificates and the Class R-II Certificates). The
Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and 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-I Certificates and the Class R-II Certificates).
The rights of the Holders of each Class of Certificates (other than the Class R-I
Certificates and the Class R-II Certificates) to receive distributions from the proceeds of
REMIC III in respect of such Classes, and all ownership interests of the Holders of such
Classes in such distributions, shall be as set forth in this Agreement.
Section 2.7 Issuance of Certificates Evidencing Interest in REMIC III.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular
Interests and 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-I
Certificates and the Class R-II Certificates) in authorized denominations, which evidence
the beneficial interest in the entire REMIC III.
Section 2.8 Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.1 Certificate Account. (See Section 4.01 of the Standard Terms)
Section 4.2 Distributions.
(a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying
Agent appointed by the Trustee) shall distribute to the Master Servicer, in the case of a
distribution pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution) either 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), (c), (e) and (j) below), in each case to the extent of
the related Available Distribution Amount remaining:
(i) (X) from the Available Distribution Amount related to the Loan Group I, to
the holders of the Group I Senior Certificates (other than the Class I-A-P
Certificates) Accrued Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class I-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);
(Y) from the Available Distribution Amount related to Loan Group II, to
the holders of the Group II Senior Certificates Accrued Certificate Interest on such
Classes of Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date except as
provided in the last paragraph of this Section 4.02(a);
(Z) from the Available Distribution Amount related to each of Loan
Group II and Loan Group III, on a parity with the distributions in Sections
4.02(a)(i)(Y) and 4.02 (a)(i)(AA), to the holders of the Class II-A-V Certificates
Accrued Certificate Interest on such Class of Certificates for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last paragraph of this Section
4.02(a); and
(AA) from the Available Distribution Amount related to the Loan Group
III, to the holders of the Group III Senior Certificates Accrued Certificate Interest
on such Class of Certificates for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class I-A-P Certificates from the Available Distribution Amounts
from Loan Group I and to the Class II-A-P Certificates, from the Available
Distribution Amounts for Loan Group II and Loan Group III, the Class A-P Principal
Distribution Amount for the related Loan Group or Loan Groups (applied to reduce the
Certificate Principal Balance of the related Class A-P Certificates); and
(Y) to the Senior Certificates (other than the Class A-P Certificates
and the Class A-V Certificates) of each Certificate Group, from the Available
Distribution Amount for the related Loan Group in the priorities and amounts set
forth in Section 4.02(b) and (c), the sum of the following (applied to reduce the
Certificate Principal Balances of such Senior Certificates, as applicable):
(A) the related Senior Percentage for such Distribution Date
and Loan Group, as applicable, times the sum of the following:
(1) the principal portion of each Monthly Payment due during the
related Due Period on each Outstanding Mortgage Loan in the related Loan
Group (other than the related Discount Fraction of the principal portion
of such payment with respect to a Discount Mortgage Loan, if any),
whether or not received on or prior to the related Determination Date,
minus the principal portion of any 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, if any) which
together with other Bankruptcy Losses exceeds the related Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan in the
related Loan Group repurchased during the preceding calendar month (or
deemed to have been so repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any
shortfall deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan in such Loan Group pursuant to
Section 2.03 or 2.04 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, if any); 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 described
in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without
limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds),
including Subsequent Recoveries, received during the preceding calendar
month (or deemed to have been so received in accordance with Section
3.07(b)) to the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.14 of the
Standard Terms (other than the related Discount Fraction of the principal
portion of such unscheduled collections, with respect to each Discount
Mortgage Loan, if any, in the related Loan Group);
(B) with respect to each Mortgage Loan in the related Loan Group for
which a Cash Liquidation or a REO Disposition occurred during the preceding
calendar month (or was deemed to have occurred during such period in accordance
with Section 3.07(b)) and did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (a) the related Senior Percentage for such
Distribution Date times the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such Stated Principal Balance,
with respect to each Discount Mortgage Loan, if any, in the related Loan Group)
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, if any, in the related Loan Group, included in clause
(C) of the definition of Class A-P Principal Distribution Amount;
(C) the related Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full with
respect to the related Loan Group received in the related Prepayment Period and
Curtailments with respect to the related Loan Group received in the preceding
calendar month (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments, with respect to each Discount Mortgage
Loan in the related Loan Group);
(D) any portion of the Excess Subordinate Principal Amount for such
Distribution Date allocated with respect to such Loan Group; and
(E) amounts allocated to the related Certificate Group, as applicable,
pursuant to Section 4.02(j); and
(F) 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; minus
(G) the related Capitalization Reimbursement Amount for such
Distribution Date, other than the related Discount Fraction of any portion of
that amount related to each Discount Mortgage Loan, if any, in the related Loan
Group, multiplied by a fraction, the numerator of which is the Senior Principal
Distribution Amount, without giving effect to this clause (F), and the
denominator of which is the sum of the principal distribution amounts for all
Classes of related Certificates other than the related Class A-P Certificates,
payable from the Available Distribution Amount for the related Loan Group
without giving effect to any reductions for the Capitalization Reimbursement
Amount;
(iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a
Loan Group have not been reduced to zero, to the Master Servicer or a Subservicer, by
remitting for deposit to the Custodial Account, to the extent of and in reimbursement
for any Advances or Subservicer Advances previously made with respect to any related
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 I-M-1 Certificates or the Class II-M-1 Certificates, as
applicable, 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 I-M-1 Certificates or the Class II-M-1 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for each Loan Group 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 I-M-1
Certificates or the Class II-M-1 Certificates, as applicable;
(vi) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as
applicable, 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 I-M-2 Certificates or the Class II-M-2 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for each Loan Group 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) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class I-M-2 Certificates or the Class II-M-2
Certificates, as applicable;
(viii) to the Holders of the Class I-M-3 Certificates or the Class II-M-3
Certificates, as applicable, 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 I-M-3 Certificates or the Class II-M-3 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for each Loan Group 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) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class I-M-3 Certificates or the Class II-M-3 Certificates,
as applicable;
(x) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as
applicable, 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 I-B-1 Certificates or the Class II-B-1 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for each Loan Group 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) are insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as
applicable;
(xii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as
applicable, 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 I-B-2 Certificates or the Class II-B-2
Certificates, as applicable, an amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group 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) are insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as
applicable;
(xiv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as
applicable, an amount equal to (x) 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 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 Section 4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for each Loan Group 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 I-B-3 Certificates or the
Class II-B-3 Certificates, as applicable;
(xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective
outstanding Certificate Principal Balances, the portion, if any, of the Available
Distribution Amounts 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 related Subordinate Certificates then outstanding beginning with such Class
with the Highest Priority, any portion of the related Available Distribution Amounts
remaining after the related Senior Certificates have been retired, applied to reduce
the Certificate Principal Balance of each such Class of related 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-III Certificates, the balance, if any, of the Available
Distribution Amounts for all Loan Groups.
Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of
related Subordinate Certificates outstanding on such Distribution Date with the Lowest
Priority, or in the event the related Subordinate Certificates are no longer outstanding,
the related Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date will be distributable only to the extent that (1) a
shortfall in the amounts available to pay Accrued Certificate Interest on any Class of
Certificates results from an interest rate reduction in connection with a Servicing
Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan
has not yet been the subject of a Cash Liquidation or REO Disposition or the related
Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to
the Certificateholders.
(b) (I) Distributions of principal from the Available Distribution Amount for Loan Group
I on each Distribution Date will be made as follows:
(i) first, the Class A-P Principal Distribution Amount for Loan Group I shall be
distributed to the Class I-A-P Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; and
(ii) second, an amount equal to the Senior Principal Distribution Amount for Loan Group I
shall be distributed as follows:
(A) first, to the Class R-I Certificates, until the Certificate
Principal Balance of that class has been reduced to zero; and
(B) second, any remaining amount to the Class I-A-1 Certificates, until
the Certificate Principal Balance of the Class I-A-1 Certificates has been
reduced to zero;
(II) Distributions of principal from the Available Distribution Amount for Loan
Group II on each Distribution Date will be made as follows:
(i) first, the Class A-P Principal Distribution Amount for Loan Group II
shall be distributed to the Class II-A-P Certificates, until the Certificate
Principal Balance of that class has been reduced to zero; and
(ii) second, an amount equal to the Senior Principal Distribution Amount for
Loan Group II shall be distributed as follows:
(A) first, to the Class R-II Certificates and Class R-III Certificates
on a pro rata basis in accordance with their respective Certificate Principal
Balances, until the Certificate Principal Balance of that class has been
reduced to zero; and
(B) second, any remaining amount to the Class II-A-1 Certificates,
until the Certificate Principal Balance of that class has been reduced to zero.
(III) Distributions of principal from the Available Distribution Amount for Loan
Group III on each Distribution Date will be made as follows:
(i) first, the Class A-P Principal Distribution Amount for Loan Group III shall
be distributed to the Class II-A-P Certificates, until the Certificate Principal
Balance of that Class has been reduced to zero; and
(ii) second, an amount equal to the Senior Principal Distribution Amount for
Loan Group III shall be distributed to the Class III-A-1, Class III-A-2 and Class
III-A-3 Certificates, on a pro rata basis in accordance with their respective
Certificate Principal Balances, until the Certificate Principal Balances thereof
have been reduced to zero.
(c) Notwithstanding Section 4.02(b)(I)(ii), Section 4.02(b)(II)(ii) and Section
4.02(b)(III)(ii), on or after the related Credit Support Depletion Date for Loan Group I or
Loan Group II and Loan Group III on a combined basis, the Senior Principal Distribution
Amount for the related Loan Group will be distributed to the remaining Senior Certificates
in the related Certificate Group (other than the related Class A-P Certificates and the
related Class A-V Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances; provided, however, that until reduction of the Certificate
Principal Balance of the Class III-A-2 Certificates to zero, the aggregate amount
distributable to the Class III-A-1 Certificates and Class III-A-2 Certificates in respect
of the aggregate Accrued Certificate Interest thereon and in respect of their aggregate pro
rata portion of the related Senior Principal Distribution Amount will be distributed among
those Certificates in the following priority: first, to the Class III-A-1 Certificates, up
to an amount equal to the Accrued Certificate Interest on the Class III-A-1 Certificates;
second, to the Class III-A-1 Certificates, up to an amount equal to the Super Senior
Optimal Principal Distribution Amount for the Class III-A-1 Certificates, in reduction of
the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof
has been reduced to zero; third, to the Class III-A-2 Certificates, up to an amount equal
to the Accrued Certificate Interest thereon; and fourth, to the Class III-A-2 Certificates,
the remainder, until the Certificate Principal Balance thereof has been reduced to zero.
(d) After the reduction of the Certificate Principal Balances of all Classes of Senior
Certificates of a Certificate Group (other than the related Class A-P Certificates) to
zero but prior to the related Credit Support Depletion Date, such Senior Certificates
(other than the related Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the applicable Available Distribution Amount will be
distributed solely to the holders of the related Class A-P Certificates, the related Class
A-V Certificates and the related Subordinate Certificates, in each case as described herein.
(e) In addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Master Servicer shall deposit such funds into the Custodial Account
pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of the Class of
related Subordinate Certificates with a Certificate Principal Balance greater than zero
with the highest payment priority to which Realized Losses, other than Excess Bankruptcy
Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have
been allocated, but not by more than the amount of Realized Losses previously allocated to
that Class of Certificates pursuant to Section 4.05. The amount of any remaining
Subsequent Recoveries will be applied to increase from zero the Certificate Principal
Balance of the Class of related Certificates with the next lower payment priority, up to
the amount of Realized Losses previously allocated to that Class of Certificates pursuant
to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase
from zero the Certificate Principal Balance of the Class of related Certificates with the
next lower payment priority up to the amount of Realized Losses previously allocated to
that Class of Certificates pursuant to Section 4.05, and so on. Holders of such
Certificates will not be entitled to any payment in respect of Accrued Certificate Interest
on the amount of such increases for any Interest Accrual Period preceding the Interest
Accrual Period that relates to the Distribution Date on which such increase occurs. Any
such increases shall be applied to the Certificate Principal Balance of each Certificate of
such Class in accordance with its respective Percentage Interest.
(f) [Reserved]
(g) 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.
(h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that
a final distribution with respect to any Class of Certificates will be made on the next
Distribution Date, the Master Servicer shall, no later than the Determination Date in the
month of such final distribution, notify the Trustee and the Trustee shall, no later than
two (2) Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that
the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the
office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue
on such Certificates from and after the end of the related Interest Accrual Period. In the
event that Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause
funds distributable with respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
(i) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date
for Loan Group II and Loan Group III that occurs after the reduction of the aggregate
Certificate Principal Balance of the Group II Senior Certificates or Group III Senior
Certificates to zero, the outstanding Certificates relating to the other of Group II Senior
Certificates or Group III Senior Certificates, as applicable, will be entitled to receive
100% of the mortgagor prepayments on the Mortgage Loans in the Loan Group related to the
Certificate Group that has been reduced to zero. Such amounts allocated to a Certificate
Group shall be treated as part of the related Available Distribution Amount and distributed
as part of the related Senior Principal Distribution Amount in accordance with the
priorities set forth in 4.02(b) above, in reduction of such Certificate Principal
Balances. Notwithstanding the foregoing, the remaining Certificates in a Certificate Group
will not be entitled to receive mortgagor prepayments on the Mortgage Loans in the Loan
Group related to the Certificate Group that has been reduced to zero if the following two
conditions are satisfied: (1) the weighted average of the Subordinate Percentages for both
Loan Group II and Loan Group III for such Distribution Date, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related Loan Group, is at least two
times the weighted average of the initial Subordinate Percentages for both -Loan Groups,
calculated on that basis and (2) 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 II-M
Certificates and Class II-B Certificates, is less than 50%.
(j) For any Undercollateralized Certificate Group on any Distribution Date prior to the
Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to the Class
II-M Certificates and Class II-B Certificates on the Mortgage Loans in the non-related Loan
Group will be distributed to such Undercollateralized Certificate Group in accordance with
the priorities set forth in Section 4.02(b) for the related Senior Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such Undercollateralized
Certificate Group, until such Certificate Principal Balance equals the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group and (ii) an amount equal
to one month's interest at a rate of 6.00% per annum on the related Undercollateralized
Amount will be distributed from that portion of the Available Distribution Amount for the
non-related Loan Group that would be otherwise allocable to the Class II-M Certificates and
Class II-B Certificates, in the following priority: first to pay any unpaid interest on
such Undercollateralized Certificate Sub-Group, pro rata, and then to pay principal thereon
in the manner described in clause (i) above.
Section 4.3 Statements to Certificateholders; Statements to the Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard Terms)
Section 4.4 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer. (See Section 4.04 of the Standard Terms)
Section 4.5 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 on Mortgage Loans in a Loan Group, other than Excess Special Hazard
Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated to the Certificates in the related Certificate Group as follows: first, to the
Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, until the
Certificate Principal Balance thereof has been reduced to zero; second, to the Class I-B-2
Certificates or the Class II-B-2 Certificates, as applicable, until the Certificate
Principal Balance thereof has been reduced to zero; third, to the Class I-B-1 Certificates
or the Class II-B-1 Certificates, as applicable, until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class I-M-3 Certificates or the Class
II-M-3 Certificates, as applicable, until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class I-M-2 Certificates or the Class II-M-2
Certificates, as applicable, until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class I-M-1 Certificates or the Class II-M-1 Certificates,
as applicable, until the Certificate Principal Balance thereof has been reduced to zero;
and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the related
Class A-P Certificates in an amount equal to the related Discount Fraction of the principal
portion of the Realized Loss until the Certificate Principal Balance of such Class A-P
Certificates has been reduced to zero, and the remainder of such Realized Losses on the
Discount Mortgage Loans in the related Loan Group and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans in the related Loan Group will be allocated among (i)
the Group I Senior (other than the Class I-A-P Certificates) and, in the case of the
interest portion of such Realized Loss, the Class I-A-V Certificates (in the case of a
Group I Loan) on a pro rata basis, (ii) Group II Senior Certificates and, in the case of
the interest portion of such Realized Loss, Class II-A-V on a pro rata basis or (iii) to
the Group III Senior Certificates and, in the case of the interest portion of such Realized
Loss, the Class II-A-V Certificates (in the case of a Group III Loan) on a pro rata basis,
as described below; provided, however, that such Realized Losses otherwise allocable to the
Class III-A-1 Certificates will be allocated to the Class III-A-2 Certificates until the
Certificate Principal Balance of the Class III-A-2 Certificates has been reduced to zero.
The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on Discount Mortgage Loans will be allocated
to the related Class A-P Certificates in an amount equal to the related Discount Fraction
thereof. The Class I-A Percentage, Class II-A Percentage or Class III-A Percentage (as
applicable) of the remainder of the principal portion of such losses on Discount Mortgage
Loans and the Class I-A Percentage, Class II-A Percentage or Class III-A Percentage (as
applicable) of the entire amount of the principal portion of such losses on Non-Discount
Mortgage Loans will be allocated to (i) the Group I Senior (other than the Class I-A-P
Certificates and the Class I-A-V Certificates), on a pro rata basis (in the case of a
Realized Loss on a Group I Loan), (ii) Group II Senior Certificates, on a pro rata basis
(in the case of a Realized Loss on a Group II Loan), or (iii) to the Group III Senior
Certificates on a pro rata basis (in the case of a Realized Loss on a Group III Loan). The
remainder of the principal portion of such losses on Discount Mortgage Loans and
Non-Discount Mortgage Loans will be allocated to the Class M Certificates in the related
Certificate Group and Class B Certificates in the related Certificate Group on a pro rata
basis. The interest portion of such losses will be allocated to all of the Certificates in
the related Certificate Group, on a pro rata basis based on the Accrued Certificate
Interest thereon payable from the related Loan Group in respect of the related Distribution
Date.
As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or
more specified Classes of Certificates means an allocation on a pro rata basis, among the
various Classes so specified, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to distributions to be
made on such Distribution Date in the case of the principal portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable from the related Loan Group in
respect of such Distribution Date and derived from the related Loan Group (without regard
to any Compensating Interest allocated to the Available Distribution Amount of such Loan
Group 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; provided that
no such reduction shall reduce the aggregate Certificate Principal Balance of the
Certificates in any Certificate Group or Certificate Sub-Group, as applicable, below the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group or
Sub-Loan Group. Any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to the related Subordinate Certificates then outstanding with the
Lowest Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses (other than any interest rate reduction resulting from
a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate
Interest and by operation of the definition of "Accrued Certificate Interest" and by
operation of the provisions of Section 4.02(a). Allocations of the interest portion of a
Realized Loss resulting from an interest rate reduction in connection with a Servicing
Modification shall be made by operation of the provisions of Section 4.02(a). 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; provided that if any Subclasses
of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized
Losses and other losses allocated to the Class A-V Certificates shall be allocated among
such Subclasses in proportion to the respective amounts of Accrued Certificate Interest
payable on such Distribution Date that would have resulted absent such reductions.
Section 4.6 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)
Section 4.7 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)
Section 4.8 Surety Bond. (See Section 4.08 of the Standard Terms)
ARTICLE V
THE CERTIFICATES
Section 5.1 The Certificates.
1. (See Section 5.01(a) of the Standard Terms).
2. Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests therein. The
Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in
and to each of such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to Definitive Certificates in respect of
such Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only
in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms
for which it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes (including the
making of payments due on the respective Classes of Book-Entry Certificates) deal with the
Depository as the authorized representative of the Certificate Owners with respect to the
respective Classes of Book-Entry Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to the
respective Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and directions
from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and
shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository and (B) the
Company is unable to locate a qualified successor or (ii) the Company notifies the
Depository of its intent to terminate the book-entry system and, upon receipt of notice of
such intent from the Depository, the Depository Participants holding beneficial interest in
the Book-Entry Certificates agree to initiate such termination, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such event and of
the availability of Definitive Certificates to Certificate Owners requesting the same.
Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied
by registration instructions from the Depository for registration of transfer, the Trustee
shall issue the Definitive Certificates. In addition, if an Event of Default has occurred
and is continuing, each Certificate Owner materially adversely affected thereby may at its
option request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such a request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the
Depository or the related Depository Participant with directions for the Certificate
Registrar to exchange or cause the exchange of the Certificate Owner's interest in such
Class of Certificates for an equivalent Percentage Interest in fully registered definitive
form. Upon receipt by the Certificate Registrar of instructions from the Depository
directing the Certificate Registrar to effect such exchange (such instructions shall
contain information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with the
decrease, the registered holder of and delivery instructions for the Definitive
Certificate, and any other information reasonably required by the Certificate Registrar),
(i) the Certificate Registrar shall instruct the Depository to reduce the related
Depository Participant's account by the aggregate Certificate Principal Balance of the
Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in accordance with the registration and delivery instructions
provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and
the Certificate Registrar shall authenticate a new Book-Entry Certificate reflecting the
reduction in the aggregate Certificate Principal Balance of such Class of Certificates by
the Certificate Principal Balance of the Definitive Certificate.
Neither the Company, the Master Servicer nor the Trustee shall be liable for any
actions taken by the Depository or its nominee, including, without limitation, any delay in
delivery of any instructions required under Section 5.01 and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
3. (See Section 5.01(c) of the Standard Terms)
Section 5.2 Registration of Transfer and Exchange of Certificates. (See Section
5.02 of the Standard Terms)
Section 5.3 Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of
the Standard Terms)
Section 5.4 Persons Deemed Owners. (See Section 5.04 of the Standard Terms)
Section 5.5 Appointment of Paying Agent. (See Section 5.05 of the Standard Terms)
Section 5.6 U.S.A. Patriot Act Compliance. (See Section 5.06 of the Standard Terms)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.1 Duties of the Trustee. (See Section 8.01 of the Standard Terms).
Section 8.2 Certain Matters Affecting the Trustee. (See Section 8.02 of the
Standard Terms).
Section 8.3 Trustee Not Liable for Certificates or Mortgage Loans. (See Section
8.03 of the Standard Terms).
Section 8.4 Trustee May Own Certificates. (See Section 8.04 of the Standard Terms).
Section 8.5 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(See Section 8.05 of the Standard Terms).
Section 8.6 Eligibility Requirements for Trustee. (See Section 8.06 of the
Standard Terms).
Section 8.7 Resignation and Removal of the Trustee. (See Section 8.07 of the
Standard Terms).
Section 8.8 Successor Trustee. (See Section 8.08 of the Standard Terms).
Section 8.9 Merger or Consolidation of Trustee. (See Section 8.09 of the
Standard Terms).
Section 8.10 Appointment of the Co-Trustee or Separate Trustee. (See Section 8.10 of
the Standard Terms).
Section 8.11 Appointment of the Custodians. (See Section 8.11 of the Standard
Terms).
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the United States at the address
designated in Section 11.05 of the Series Supplement where Certificates may be surrendered
for registration of transfer or exchange. The Trustee will maintain an office at the
address stated in Section 11.05 of the Series Supplement where notices and demands to or
upon the Trustee in espect of this Agreement may be served.
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.1 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the
Depositor, the Master Servicer and the Trustee created hereby in respect of the
Certificates (other than the obligation of the Trustee to make certain payments after the
Final Distribution Date to Certificateholders and the obligation of the Depositor to send
certain notices as hereinafter set forth) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article IX
following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Find or the
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and all property
acquired in respect of any Group I Loan remaining in the Trust Fund and the purchase
by the Master Servicer of all Group II Loans and Group III Loans and all property
acquired in respect of any Group II Loan and Group III Loan remaining in the Trust
Fund, in each case, at a price equal to 100% of the unpaid principal balance of each
Mortgage Loan (or, if less than such unpaid principal balance, the fair market value
of the related underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value is less than such
unpaid principal balance) (net of any unreimbursed Advances attributable to
principal) on the day of repurchase, plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage
Loan), to, but not including, the first day of the month in which such repurchase
price is distributed; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof; and provided further, that the
purchase price set forth above shall be increased as is necessary, as determined by
the Master Servicer, to avoid disqualification of any portion of any REMIC formed
under this Series Supplement as a REMIC. The purchase price paid by the Master
Servicer shall also include any amounts owed by Residential Funding pursuant to the
last paragraph of Section 4 of the Assignment Agreement in respect of any liability,
penalty or expense that resulted from a breach of the compliance with laws
representation pursuant to Section 4(k) of the Assignment Agreement, that remain
unpaid on the date of such purchase.
The right of the Master Servicer to purchase all the assets of the Trust Fund
relating to the Group I Loans, pursuant to clause (ii) above is conditioned upon the
Aggregate Stated Principal Balance of the Group I Loans as of the Final Distribution Date,
prior to giving effect to distributions to be made on such Distribution Date, being less
than ten percent of the Cut-off Date Principal Balance of Group I Loans. The right of the
Master Servicer to purchase all the assets of the Trust Fund relating to the Group II Loans
and the Group III Loans, pursuant to clause (ii) above is conditioned upon the Aggregate
Stated Principal Balance of the Group II Loans and Group III Loans as of the Final
Distribution Date, prior to giving effect to distributions to be made on such Distribution
Date, being less than ten percent of the Cut-off Date Principal Balance of the Group II
Loans and Group III Loans. If such right is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed
Advances theretofore made by it with respect to the Mortgage Loans being purchased. In
addition, the Master Servicer shall provide to the Trustee the certification required by
Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the
purchase price, release to the Master Servicer the Mortgage Files pertaining to the
Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which the Aggregate Stated
Principal Balance of the Group I Loans, prior to giving effect to distributions to be made
on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance
of the Group I Loans, the Master Servicer shall have the right, at its option, to purchase
the Certificates related to Loan Group I, in whole, but not in part, at a price equal to
the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum
of one month's Accrued Certificate Interest thereon, or, with respect to the Class I-A-V
Certificates, on their Notional Amount, any previously unpaid Accrued Certificate
Interest. On any Distribution Date on which the Aggregate Stated Principal Balance of the
Group II Loans and Group III Loans, prior to giving effect to distributions to be made on
such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of
the Group II Loans and Group III Loans, the Master Servicer shall have the right, at its
option, to purchase the Certificates related to Loan Group II and Loan Group III, in whole,
but not in part, at a price equal to the sum of the outstanding Certificate Principal
Balance of such Certificates plus the sum of one month's Accrued Certificate Interest
thereon, or, with respect to the Class II-A-V Certificates, on their Notional Amount, any
previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this
right to purchase the outstanding Certificates, the Master Servicer will promptly terminate
the respective obligations and responsibilities created hereby in respect of these
Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days' prior notice
of the Distribution Date on which the Master Servicer anticipates that the final
distribution will be made to Certificateholders (whether as a result of the exercise by the
Master Servicer of its right to purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the Certificateholders
may surrender their Certificates to the Trustee for payment of the final distribution and
cancellation, shall be given promptly by the Master Servicer (if it is exercising its right
to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter
to Certificateholders mailed not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and surrender of
Certificates at the office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if know, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, and that payment will be made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given by the Master Servicer,
the Master Servicer shall deposit in the Certificate Account before the Final Distribution
Date in immediately available funds an amount equal to the purchase price for the assets of
the Trust Fund computed as above provided. The Master Servicer shall provide to the
Trustee written notification of any change to the anticipated Final Distribution Date as
soon as practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each
affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the Certificateholders,
the Trustee shall distribute to the Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection with the Master Servicer's
election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount
equal to the outstanding Certificate Principal Balance of the Certificates, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the Trustee
shall on such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the benefit of
such Certificateholders, and the Master Servicer (if it exercised its right to purchase the
assets of the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months after the
second notice any Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine months after the second
notice any Certificates shall not have been surrendered for cancellation, the Trustee shall
pay to the Master Servicer all amounts distributable to the holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the escrow
account or by the Master Servicer as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01
and the Certificateholders shall look only to the Master Servicer for such payment.
Section 9.2 Additional Termination Requirements. (See Section 9.02 of the Standard
Terms).
Section 9.3 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms).
ARTICLE X
REMIC PROVISIONS
Section 10.1 REMIC Administration. (See Section 10.01 of the Standard Terms)
Section 10.2 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)
Section 10.3 Designation of REMICs.
The REMIC Administrator shall make an election to treat the entire segregated pool of
assets described in the definition of REMIC I, and subject to this Agreement (including the
Group I Loans) as a REMIC ("REMIC I") for federal income tax purposes. The REMIC
Administrator shall make an election to treat the entire segregated pool of assets
described in the definition of REMIC II, and subject to this Agreement (including the Group
II Loans and the Group III Loans) as a REMIC ("REMIC II") for federal income tax purposes.
The REMIC Administrator shall make an election to treat the entire segregated pool of
assets comprised of the Uncertificated REMIC I Regular Interests and Uncertificated REMIC
II Regular Interests as a REMIC ("REMIC III") for federal income tax purposes.
The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under the federal income tax law.
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 (as defined herein) under the federal income tax law.
The Class I-A-1, Class II-A-1, Class III-A-1, Class III-A-2, Class III-A-3, Class
I-A-P, Class II-A-P, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class
I-B-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates and the Uncertificated REMIC III Regular Interests Z1 and the
Uncertificated REMIC III Regular Interests Z2, the rights in and to which will be
represented by the related Class A-V Certificates, 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 (as defined herein) under federal income tax
law. On and after the date of issuance of any Subclass of related Class A-V Certificates
pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the
related Uncertificated REMIC III Regular Interest or Interests Z1 or Interests Z2 specified
by the initial Holder of the related Class A-V Certificates pursuant to said Section.
Section 10.4 Distributions on the Uncertificated REMIC I and REMIC II Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to itself,
as the holder of the Uncertificated REMIC I Regular Interests and Uncertificated REMIC II
Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts and the
Uncertificated REMIC II Regular Interest Distribution Amounts, respectively, in the
following order of priority to the extent of the related Available Distribution Amount, as
reduced by distributions made to the Class R-I Certificates or the Class R-II
Certificates, as applicable, pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular
Interests or the Uncertificated REMIC II Regular Interests, as applicable, for such
Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid
from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 10.04(b), an amount
equal to the sum of the amounts in respect of principal distributable on each Class
of Certificates (other than the Class R-I Certificates and the Class R-II
Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 10.04(a)(ii) in respect of the Uncertificated
REMIC I Regular Interest Distribution Amounts shall be deemed distributed to (i)
Uncertificated REMIC I Regular Interest X and (ii) Uncertificated REMIC I Regular Interest
Y with the amount to be distributed allocated among such interests in accordance with the
priority assigned to each Related Class of Certificates, respectively, under Section
4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to
zero. The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC
II Regular Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated
REMIC II Regular Interest X and (iii) Uncertificated REMIC II Regular Interest Y with the
amount to be distributed allocated among such interests in accordance with the priority
assigned to each Related Class of Certificates (other than the Class R-III Certificates),
respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such
interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts
described in Section 10.04(a)(ii) shall be deemed distributed by REMIC I to REMIC III or
REMIC II to REMIC III, as the case may be, in accordance with the priority assigned to the
REMIC III Certificates relative to that assigned to the REMIC I Certificates and the REMIC
II Certificates under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular Interest
Distribution Amounts, the Uncertificated REMIC II Regular Interest Distribution Amounts and
Uncertificated REMIC III Regular Interest Distribution Amounts:
(i) Realized Losses allocated to the Class A-V Certificates under Section
4.05 shall be deemed allocated to the Uncertificated REMIC III Regular Interests Z1,
in the case of the Class I-A-V Certificates, and the Uncertificated REMIC III
Regular Interests Z2, in the case of the Class I-A-V Certificates, pro rata according
to the respective amounts of Uncertificated Accrued Interest that would have accrued
on such Uncertificated REMIC III Regular Interests Z1 or Z2 for the Distribution
Date for which such allocation is being made in the absence of such allocation;
(ii) Realized Losses allocated to the Class I-A-P Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X;
(iii) Realized Losses allocated to the Class II-A-P Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest X;
(iv) Realized Losses allocated to the Class I-A-1, Class I-M-1, Class I-M-2,
Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest Y;
(v) Realized Losses allocated to the Class II-A-1, Class III-A-1, Class
III-A-2, Class III-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1,
Class II-B-2, Class II-B-3 Certificates and Class R-III Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y;
(vi) Realized Losses allocated to the Uncertificated REMIC II Regular
Interests Z1 under clause (i), above, shall be deemed allocated, in each case, to the
related Uncertificated REMIC I Regular Interest Z; and
(vii) Realized Losses allocated to the Uncertificated REMIC II Regular
Interests Z2 under clause (i), above, shall be deemed allocated, in each case, to the
related Uncertificated REMIC II Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC
III, in the priority set forth in Sections 4.02(a) and (b), to the Holders of each Class of
Certificates (other than the Class R-I Certificates and the Class R-II Certificates) the
amounts distributable thereon from the Uncertificated REMIC I Regular Interest Distribution
Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts deemed to
have been received by REMIC III from REMIC I and REMIC II under this Section 10.04. The
amounts deemed distributed hereunder with respect to the Class I-A-V Certificates and the
Class II-A-V Certificates shall be deemed to have been distributed in respect of the
Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular
Interests Z2, respectively, in accordance with their respective Uncertificated REMIC III
Regular Interest Distribution Amounts, as such Uncertificated REMIC III Regular Interests
Z1 and the Uncertificated REMIC III Regular Interests Z2 comprise the Class I-A-V
Certificates and the Class II-A-V Certificates, respectively.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular
Interests and the Uncertificated REMIC II Regular Interests described in this Section
10.04, distributions of funds from the Certificate Account shall be made only in accordance
with Section 4.02.
Section 10.5 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding requirements
respecting payments to Certificateholders, including interest or original issue discount
payments or advances thereof that the Trustee or any Paying Agent, as applicable,
reasonably believes are applicable under the Code. The consent of Certificateholders shall
not be required for such withholding. In the event the Trustee or any Paying Agent, as
applicable, does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding requirements, the
Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.2 Recordation of Agreement; Counterparts. (See Section 11.02 of the
Standard Terms)
Section 11.3 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms)
Section 11.4 Governing Law. (See Section 11.04 of the Standard Terms)
Section 11.5 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
---------------------------------------------------------------------------------
Trustee Corporate Trust Xxxxxx
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Accredit Loans, Inc.
Series 2005-QS14
The Trustee designates its offices located at DB
Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx,
Xxxxxxxxx, XX 00000-0000 Attn: Transfer Unit,
for the purposes of Section 8.12 of the Standard
Terms
---------------------------------------------------------------------------------
Xxxxx'x Investors Service, 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Inc. Xxx Xxxx, Xxx Xxxx 00000
---------------------------------------------------------------------------------
Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
---------------------------------------------------------------------------------
Standard & Poor's Ratings 00 Xxxxx Xxxxxx, 00xx Xxxxx
Services Xxx Xxxx, XX 00000-0000
---------------------------------------------------------------------------------
Any notice required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.6 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)
Section 11.7 Severability of Provisions. (See Section 11.07 of the Standard Terms)
Section 11.8 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms)
Section 11.9 Allocation of Voting Rights.
96.5% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Interest Only Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1.0% of all Voting Rights shall be allocated among the Holders of each Class
of Class A-V Certificates, in accordance with their respective Percentage Interests; and
0.5% of all Voting Rights shall be allocated among the Holders of each Class of Class R
Certificates, in accordance with their respective Percentage Interests.
Section 11.10 No Petition.
The Depositor, Master Servicer and the Trustee, by entering into this
Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and
agree that they will not at any time institute against the Trust Fund, or join in any
institution against the Trust Fund of, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligation with respect
to the Certificates or this Agreement.
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.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Attest: ___/s/Xxxx White_______
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Associate
Attest:___Heather Anderson____
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]
By: /s/Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Attest:__/s/Eiko Akiyama______________
Name: Xxxx Xxxxxxx
Title: Associate
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 2005 before me, a notary public in and for said
State, personally appeared Xxxxxxx Xxxxxxxx, known to me to be a Vice President of
Residential Accredit Loans, 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.
___/s/Xxx Xxx Olson_____________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 2005 before me, a notary public in and for said
State, personally appeared _____________________, known to me to be a(n)
____________________ 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.
___/s/Xxx Xxx Olson_____________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
) ss.:
COUNTY OF ORANGE )
On the 29th day of September, 2005 before me, a notary public in and for said
State, personally appeared __Brent Hoyler_______, known to me to be a(n)
___Associate_______ of Deutsche Bank Trust Company Americas, the New York banking
corporation 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.
___/s/Xxx Xxxx Stoddard__________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of September, 2005 before me, a notary public in and for said
State, personally appeared _Barbara Campbell______, known to me to be a(n) _Vice
President______ of Deutsche Bank Trust Company Americas, the New York banking corporation
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.
___/s/Xxx Xxxx Stoddard__________________
Notary Public
[Notarial Seal]
EXHIBIT ONE-I
MORTGAGE LOAN SCHEDULE
GROUP I LOANS
EXHIBIT ONE-II
MORTGAGE LOAN SCHEDULE
GROUP II LOANS
EXHIBIT ONE-III
MORTGAGE LOAN SCHEDULE
GROUP III LOANS
EXHIBIT TWO-I
SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP I LOANS
3
EXHIBIT TWO-II
SCHEDULE OF DISCOUNT FRACTIONS FOR
GROUP II LOANS AND GROUP III LOANS
EXHIBIT THREE
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, in the aggregate
and for each Loan Group or Sub-Loan Group;
(vi) the aggregate Certificate Principal Balance of each Class of Certificates and each of
the Senior Percentage and Subordinate Class Percentage, 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) for Loan Group I and Loan Group II and Loan Group III together and for each
Loan Group separately, on the basis of the most recent reports furnished to it by
Subservicers, (a) the number and aggregate principal balances of Mortgage Loans that
are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the
number and aggregate principal balances of Reportable Modified Mortgage Loans that
are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number
and aggregate principal balance of Reportable Modified Mortgage Loans that are in
foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans,
other Servicing Modifications and totals, and (c) for all Reportable Modified
Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable
Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that
have been repurchased by the Master Servicer or Seller;
(ix) for Loan Group I and Loan Group II and Loan Group III together and for each Loan
Group separately, 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) each 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
calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date and the Pass-Through
Rate with respect to each class of Class A-V Certificates and each Subclass, if any,
thereof;
(xiii) the occurrence of a Credit Support Depletion Date;
(xiv) each Senior Accelerated Distribution Percentage applicable to such distribution;
(xv) each Senior Percentage for such Distribution Date;
(xvi) for Loan Group I and Loan Group II and Loan Group III together and for each Loan
Group separately, the aggregate amount of Realized Losses for such Distribution Date;
(xvii) for Loan Group I and Loan Group II and Loan Group III together and for each
Loan Group separately, the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of a representation or warranty
assigned to the Trustee pursuant to Section 2.04;
(xviii) for Loan Group I and Loan Group II and Loan Group III together and for each
Loan Group separately, the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such Distribution
Date;
(xix) the Notional Amount with respect to each Class of Interest Only Certificates; and
(xx) for Loan Group I and Loan Group II and Loan Group III together and for each Loan
Group separately, 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, and assistance in using the website, can be obtained
by calling the Trustee's Shareholder Relations desk at [(000) 000-0000]. To receive this
statement via first class mail, telephone the Trustee at [(000) 000-0000].
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF AUGUST 1, 2004
