Execution Copy
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of August 1, 2005
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QO1
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.............................................6
Section 1.01 Definitions.............................................6
Section 1.02 Use of Words and Phrases...............................26
Section 1.03 Determination of LIBOR.................................26
Section 1.04 Determination of MTA...................................26
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................................27
Section 2.01 Conveyance of Mortgage Loans...........................27
Section 2.02 Acceptance by Trustee..................................28
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the Company........................28
Section 2.04 Representations and Warranties of Sellers..............31
Section 2.05 Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I Certificates......................31
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee...........31
Section 2.07 Issuance of Certificates Evidencing Interest in
REMIC II...............................................31
Section 2.08 Purposes and Powers of the Trust.......................32
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.........35
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.........................36
Section 4.01 Certificate Account....................................36
Section 4.02 Distributions..........................................36
Section 4.03 Statements to Certificateholders; Statements to the
Rating Agencies; Exchange Act Reporting................43
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............43
Section 4.05 Allocation of Realized Losses..........................43
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................44
Section 4.07 Optional Purchase of Defaulted Mortgage Loans..........44
Section 4.08 Surety Bond............................................44
Section 4.09 Yield Maintenance Agreement Reserve Fund...............44
Section 4.10 Class P Reserve Account................................44
Section 4.11 Carryover Shortfall Reserve Fund.......................44
ARTICLE V THE CERTIFICATES.......................................45
Section 5.01 The Certificates.......................................45
Section 5.02 Registration of Transfer and Exchange of
Certificates...........................................46
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......46
Section 5.04 Persons Deemed Owners..................................46
Section 5.05 Appointment of Paying Agent............................46
Section 5.06 U.S.A. Patriot Act Compliance..........................46
ARTICLE VI THE COMPANY AND THE MASTER SERVICER....................47
ARTICLE VII DEFAULT................................................48
ARTICLE VIII CONCERNING THE TRUSTEE.................................49
ARTICLE IX TERMINATION............................................50
ARTICLE X REMIC PROVISIONS.......................................51
Section 10.01 REMIC Administration...................................51
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification........................................51
Section 10.03 Designation of REMICs..................................51
Section 10.04 Distributions on the Uncertificated REMIC I Regular
Interests..............................................51
Section 10.05 Compliance with Withholding Requirements...............52
ARTICLE XI MISCELLANEOUS PROVISIONS...............................52
Section 11.01 Amendment..............................................52
Section 11.02 Recordation of Agreement; Counterparts................52
Section 11.03 Limitation on Rights of Certificateholders.............52
Section 11.04 Governing Law..........................................52
Section 11.05 Notices................................................52
Section 11.06 Required Notices to Rating Agency and Subservicer......53
Section 11.07 Severability of Provisions.............................53
Section 11.08 Supplemental Provisions for Resecuritization...........53
Section 11.09 Allocation of Voting Rights............................53
Section 11.10 No Petition............................................54
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Information to be Included in
Monthly Distribution Date Statement
Exhibit Three: Standard Terms of Pooling and
Servicing Agreement dated as of August 1, 2004
1
This is a Series Supplement, dated as of August 1, 2005 (the "Series Supplement"), to
the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004 and
attached as Exhibit Three hereto (the "Standard Terms" and, together with this Series
Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL
ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns,
the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its
permitted successors and assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes, which in
the aggregate will evidence the entire beneficial ownership interest in the Trust Fund.
The terms and provisions of the Standard Terms are hereby incorporated by reference
herein as though set forth in full herein. If any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Standard Terms, the
terms and provisions of this Series Supplement shall govern. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard Terms. The
Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of REMIC I (as defined herein)
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund, the Yield
Maintenance Agreement Reserve Fund, the Class P Reserve Account and the Carryover Shortfall
Reserve Fund), and subject to this Agreement, as a real estate mortgage investment conduit
(a "REMIC") for federal income tax purposes and such segregated pool of assets will be
designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular
interests" in REMIC I and the Class R-I Certificates will represent ownership of the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein).
The following table irrevocably sets forth the designation, the Uncertificated REMIC
I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date," for each of the Uncertificated REMIC I Regular Interests. None of the
Uncertificated REMIC I Regular Interests will be certificated.
Designation Uncertificated Initial Latest
REMIC I Uncertificated Possible Maturity(1)
Pass-Through Principal Balance
Rate
REMIC I Regular Variable(2) $711,034,970.63 August 25, 2035
Interest LT1
-------------------------------------------------------------------------------
REMIC I Regular Variable(2) $35,557.08 August 25, 2035
Interest LT2
-------------------------------------------------------------------------------
REMIC I Regular Variable(2) $35,557.08 August 25, 2035
Interest LT3
-------------------------------------------------------------------------------
REMIC I Regular Variable(2) $35,557.08 August 25, 2035
Interest LT4
-------------------------------------------------------------------------------
(1) Solely for purposes of Section1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Dateimmediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the "latest possible maturity
date" for each Uncertificated REMIC I Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated REMIC I
Pass-Through Rate" herein.
REMIC II
A segregated pool of assets consisting of the Uncertificated REMIC I Regular
Interests will be designated as "REMIC II" and the REMIC Administrator will make a separate
REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class X Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates,
Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates, Class B-1 Certificates, Class B-2 Certificates and
Class B-3 Certificates will be "regular interests" in REMIC II and the Class R-II
Certificates will represent ownership of the sole class of "residual interests" in REMIC II
for purposes of the REMIC Provisions.
The following table sets forth the designation, type, Pass-Through Rate, aggregate
Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
Designation Pass- Aggregate Features(1) Maturity S&P/ Minimum
Through Initial Date(2) Xxxxx'x Denominations(3)
Rate Certificate
Principal
Balance
Class A-1 Adjustable$338,917,000.Super Senior/ August 25, AAA/Aaa $25,000.00
Rate(4) Adjustable 2035
Rate
Class A-2 Adjustable$50,000,000.0Super Senior/ August 25, AAA/Aaa $25,000.00
Rate(5) Adjustable 2035
Rate
Class A-3 Adjustable$60,000,000.00 Senior August 25, AAA/Aaa $25,000.00
Rate(4) Support/ 2035
Adjustable
Rate
Class A-4 Adjustable$200,000,000.00 Senior August 25, AAA/Aaa $25,000.00
Rate(6) Support/ 2035
Adjustable
Rate
Class X Variable $0(7) Xxxxxx/XxxxxxxxXxxxxx 00, XXX/Xxx $2,000,000.00
Rate(7) Variable 2035
Rate(7)
Class R-I Variable $50.00 Xxxxxx/XxxxxxxxXxxxxx 00, XXX/Xxx (9)
Rate(8) Variable Rate 2035
Class R-II Variable $50.00 Xxxxxx/XxxxxxxxXxxxxx 00, XXX/Xxx (9)
Rate(8) Variable Rate 2035
Class M-1 Adjustable$11,022,000.00 Xxxxxxxxx/ Xxxxxx 00, XXx/Xx0 $25,000.00
Rate(10) Adjustable 2035
Rate
Class M-2 Adjustable$9,245,000.00 Mezzanine/ August 25, AA/Aa2 $25,000.00
Rate(10) Adjustable 2035
Rate
Class M-3 Adjustable$6,045,000.00 Mezzanine/ August 25, AA-/Aa3 $25,000.00
Rate(10) Adjustable 2035
Rate
Class M-4 Adjustable$4,622,000.00 Mezzanine/ August 25, A+/A1 $250,000.00
Rate(10) Adjustable 2035
Rate
Class M-5 Adjustable$4,267,000.00 Xxxxxxxxx/ Xxxxxx 00, X-/X0 $250,000.00
Rate(10) Adjustable 2035
Rate
Class M-6 Adjustable$3,911,000.00 Xxxxxxxxx/ Xxxxxx 00, X-/X0 $250,000.00
Rate(10) Adjustable 2035
Rate
Class M-7 Adjustable$3,911,000.00 Mezzanine/ August 25, BBB+/ $250,000.00
Rate(10) Adjustable 2035 Baa1
Rate
Class M-8 Adjustable$2,133,000.00 Mezzanine/ August 25, BBB/ $250,000.00
Rate(10) Adjustable 2035 Baa2
Rate
Class M-9 Adjustable$2,133,000.00 Mezzanine/ August 25, BBB-/ $250,000.00
Rate(10) Adjustable 2035 Baa3
Rate
Class B-1 Adjustable$3,911,000.00 Subordinate/ August 25, BB/Ba2 $250,000.00
Rate(10) Adjustable 2035
Rate
Class B-2 Adjustable$6,756,000.00 Subordinate/ August 25, B/NA $250,000.00
Rate(10) Adjustable 2035
Rate
Class B-3 Adjustable$4,268,591.88 Subordinate/ August 25, NA/NA $250,000.00
Rate(10) Adjustable 2035
Rate
Class NA $0.00 Prepayment August 25, NA/NA NA
P(11) Charge 2035
_____________________________
(1) The Certificates, other than the Class B-1,
Class B-2, Class B-3, Class R and Class P Certificates shall be Book-Entry
Certificates. The Class B-1, Class B-2, Class B-3, Class R and Class P
Certificates shall be delivered to the holders thereof in physical form.
(2) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each Uncertificated REMIC II Regular
Interest.
(3) The Certificates, other than the Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by Certificate
Principal Balance) and integral multiples of $1 (or $1,000 in the case of the
Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except
that one Certificate of the Class B-3 Certificates that contains an uneven
multiple of $1,000 shall be issued in a denomination equal to the sum of the
related minimum denomination set forth above and such uneven multiple for
such Class or the sum of such denomination and an integral multiple of $1,000.
(4) The Pass-Through Rate on the Class A-1 Certificates and Class A-3
Certificates will be equal to the lesser of (i) LIBOR plus the related
Pass-Through Margin and (ii) the Net WAC Rate. The related Pass-Through
Margin on the Class A-1 Certificates and Class A-3 Certificates is initially
equal to 0.300% and 0.380%, respectively.
(5) The Pass-Through Rate on the Class A-2 Certificates will be equal to
the lesser of (i) MTA plus the related Pass-Through Margin and (ii) the Net
WAC Rate. The Pass-Through Margin on the Class A-2 Certificates is equal to
1.500%.
(6) The Pass-Through Rate on the Class A-4 Certificates will be equal to
the lesser of (i) MTA plus the related Pass-Through Margin and (ii) the Net
WAC Rate less 0.650%. The Pass-Through Margin on the Class A-4 Certificates
is equal to 1.940%.
(7) The Class X Certificates are comprised of two components: the Class
X-IO Component, an interest-only component, and the Class X-P Component, a
principal and interest component. Holders of the Class X Certificates may
not transfer the components separately. For the purpose of calculating
interest payments on the Class X-IO Component, interest will accrue on a
notional amount equal to the sum of the Certificate Principal Balances of the
Class A-1, Class A-2, Class A-3, Class A-4, Class M and Class B Certificates,
which is initially equal to $711,141,591.88. The principal balance of the
Class X-P Component will initially equal zero and will increase in accordance
with the amount of Net Deferred Interest allocated to the Class X
Certificates. The principal balance of the Class X Certificates will be
equal to the principal balance of the Class X-P Component, if any. The
Pass-Through Rate on the Class X-IO Component of the Class X Certificates
will be a per annum rate equal to the Net WAC Rate less the weighted average
Pass-Through Rate on the Certificates (other than the Class X Certificates
and Class R Certificates), weighted by Certificate Principal Balance. The
Pass-Through Rate on the Class X-P Component of the Class X Certificates will
be a per annum rate equal to the Net WAC Rate. Interest payable on the Class
X-IO Component will be reduced to the extent necessary to cover carryover
shortfall amounts on the Class A-1 Certificates and the Class A-3
Certificates.
For REMIC purposes, the foregoing rate is equal to a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the sum of the amounts calculated pursuant to clauses (1) through (3) below,
and the denominator of which is the aggregate Uncertificated Principal
Balances of the Uncertificated REMIC I Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class X Certificates, the numerator
is equal to the sum of the following components:
(1) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT1 minus the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1;
(2) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT2 minus the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LT2; and
(3) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT4 minus twice the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC I Regular
Interest LT4.
(8) The Pass-Through Rate on the Class R Certificates will be a per annum
rate equal to the Net WAC Rate. The pass-through rate for the Class R
Certificates is initially equal to approximately 3.0945%
(9) Each class of the Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided, however,
that one Class R Certificate of each class will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than
0.01%.
(10) The Pass-Through Rate on the Class M Certificates and Class B
Certificates will be a per annum rate equal to the lesser of (i) LIBOR plus
the related Pass-Through Margin and (ii) the Net WAC Rate. The related
Pass-Through Margin on the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1, Class B-2 and
Class B-3 Certificates is initially equal to 0.570%, 0.620%, 0.680%, 0.870%,
0.930%, 1.030%, 1.570%, 1.680%, 2.200%, 1.250%, 1.250% and 1.250%,
respectively.
(11) The holders of the Class P Certificates will be entitled to all
Prepayment Charges received on Prepayment Charge Loans, and these amounts
will not be available for distribution on the other certificates. The Class
P Certificates will not be entitled to interest on any amounts due. The
Class P Certificates will not represent an interest in any REMIC, they will
instead represent an interest in the Trust constituted by this Agreement that
is a strip of Prepayment Charges associated with the Prepayment Charge Loans.
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of
$711,141,691.88
In consideration of the mutual agreements herein contained, the Company, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date, as to any
Class of Certificates, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof
immediately prior to such Distribution Date. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the extent not offset
by the Master Servicer with a payment of Compensating Interest as provided in
Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on
all Mortgage Loans (including Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely
to one or more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made with
respect to a Mortgage Loan or REO Property on all Mortgage Loans, which
remained unreimbursed following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property and (B) made with respect to delinquencies that
were ultimately determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
(iv) any Net Deferred Interest on the Mortgage Loans for that Distribution Date; and
(v) any other interest shortfalls not covered by the subordination provided by the
Class M Certificates and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Servicemembers Civil Relief Act,
or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion to
their respective amounts of Accrued Certificate Interest payable on such Distribution Date
absent such reductions. In addition to that portion of the reductions described in the
preceding sentence that are allocated to any Class of Class B Certificates or any Class of
Class M Certificates, Accrued Certificate Interest on such Class of Class B Certificates or
such Class of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class B
Certificates or such Class of Class M Certificates pursuant to Section 4.05.
Accrued Certificate Interest on the Class X-0, Xxxxx X-0, Class M and Class B
Certificates is calculated on the basis of a 360-day year and the actual number of days
that elapsed during the related Interest Accrual Period. Accrued Certificate Interest on
the Class X-0, Xxxxx X-0, Class X and Class R Certificates is calculated on the basis of a
360-day year divided into twelve 30-day months.
Adjustable Rate Certificates: Any of the Class A-1, Class A-2, Class A-3, Class A-4,
Class M and Class B Certificates.
Adjustment Date: As to each Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes
effective.
Available Distribution Amount: As to any Distribution Date, an amount equal to (a)
the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial
Account as of the close of business on the immediately preceding Determination Date,
including any Subsequent Recoveries, and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any
amount deposited in the Certificate Account on the related Certificate Account Deposit Date
pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the
Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is
not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in
respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by
the Master Servicer, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (v) any payments or collections consisting of Prepayment
Charges on the Mortgage Loans that were received during the related Prepayment Period; (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts
permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first anniversary of
the Cut-off Date, an amount equal to the excess, if any, of (A) $230,180 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 of this Series Supplement. As of any date of
determination on or after the first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the
Business Day immediately preceding the most recent anniversary of the Cut-off Date
coinciding with or preceding such date of determination (or, if such date of
determination is an anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) (i) if the aggregate principal balance of the Non-Primary Residence Loans as of the
Relevant Anniversary is less than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Relevant Anniversary, $0.00, or (ii) if the aggregate
principal balance of the Non-Primary Residence Loans as of the Relevant
Anniversary is equal to or greater than 10% of the Stated Principal Balance of
the Mortgage Loans as of the Relevant Anniversary, the sum of (I) the aggregate
principal balance of the Non-Primary Residence Loans with a Loan-to-Value Ratio
of greater than 80.00% but less than or equal to 90.00% (other than Additional
Collateral Loans), times 0.25%, (II) the aggregate principal balance of the
Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 90.00%
but less than or equal to 95.00% (other than Additional Collateral Loans),
times 0.50%, and (III) the aggregate principal balance of the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than 95.00% (other than
Additional Collateral Loans) times 0.75%, in each case as of the Relevant
Anniversary; and
(B) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary having a
Loan-to-Value Ratio (other than Additional Collateral Loans) at origination
which exceeds 75% and (ii) $100,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior to any such
reduction, the Master Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Carryover Shortfall Amount: For any Distribution Date, and for the Class A-1
Certificates and Class A-3 Certificates, an amount equal to the sum of: (i) the excess, if
any, of (a) the amount of Accrued Certificate Interest that would have accrued on such
class at a Pass-Through Rate equal to LIBOR plus the related Pass-Through Margin over (b)
the amount of Accrued Certificate Interest on such class for such Distribution Date (in
each case prior to any reduction for Net Deferred Interest), (ii) the portion of the amount
described in clause (i) above remaining unpaid from prior Distribution Dates; and (iii) one
month's interest at the rate described in clause (i)(a) above on the amount described in
clause (ii) above. For the initial Distribution Date only, and for the Class A-2
Certificates and Class A-4 Certificates, an amount equal to the excess, if any, of (a) the
amount of Accrued Certificate Interest that would have accrued on such class at a
Pass-Through Rate equal to MTA plus the related Pass-Through Margin over (b) the amount of
Accrued Certificate Interest on such class for such Distribution Date (in each case prior
to any reduction for Net Deferred Interest.
Carryover Shortfall Reserve Fund: The reserve fund created pursuant to Section 4.11.
Carryover Shortfall Reserve Fund Amount: $456,275.41.
Certificate: Any Class A, Class X, Class M, Class B, Class R or Class P Certificate.
Certificate Account: The separate account or accounts created and maintained
pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Deutsche Bank
Trust Company Americas, as trustee, in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO1" and
which must be an Eligible Account.
Certificate Policy: None.
Certificate Principal Balance: With respect to each Certificate (or, in the case of
a Class X Certificate, the Class X-P Component thereof), on any date of determination, an
amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as specified on
the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.02, plus
(iii) an amount equal to the aggregate Net Deferred Interest added to the Certificate
Principal Balance thereof prior to such date of determination, minus
(iv) the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a)
and (y) the aggregate of all reductions in Certificate Principal Balance deemed
to have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05;
provided, that the Certificate Principal Balance of each Certificate of the Class of
Subordinate Certificates with the Lowest Priority at any given time shall be further
reduced by an amount equal to the Percentage Interest represented by such Certificate
multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance
of all Classes of Certificates then outstanding over (B) the then aggregate Stated
Principal Balance of the Mortgage Loans.
In the case of any Class of Certificates other than the Class X Certificates, Net Deferred
Interest allocated to such Certificates will be added as principal to the outstanding
Certificate Principal Balance of such Class of Certificates. With respect to the Class X
Certificates, Net Deferred Interest allocated to either the X-IO Component or X-P Component
shall be added as principal to the outstanding Certificate Principal Balance of the Class
X-P Component.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A.
Class M Certificate: Any one of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Class R Certificate: Any one of the Class R-I Certificates and Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee
and authenticated by the Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest"
in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class P Reserve Account: The account established and maintained by the Trustee
pursuant to Section 4.10 hereof.
Class X Certificate: Any one of the Class X Certificates.
Class X-IO Component: Solely for purposes of calculating distributions of principal
and interest and the allocation of Realized Losses on the Mortgage Loans, the interest only
component of the Class X Certificates.
For the purpose of calculating interest payments on the Class X-IO Component,
interest will accrue on the Notional Amount.
Class X-P Component: Solely for purposes of calculating distributions of principal
and interest and the allocation of Realized Losses on the Mortgage Loans, the principal and
interest component of the Class X Certificates.
The principal balance of the Class X-P Component will initially equal zero and will
increase in accordance with the amount of Net Deferred Interest allocated to the Class X
Certificates. The principal balance of the Class X Certificates will be equal to the
principal balance of the Class X-P Component, if any.
Closing Date: August 31, 2005.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this instrument is located at
0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Residential
Funding Corporation Series 2005-QO1.
Cut-off Date: August 1, 2005.
Deferred Interest: The amount of interest which is deferred and added to the
principal balance of a Mortgage Loan due to negative amortization.
Determination Date: With respect to any Distribution Date, the second Business Day
prior to such Distribution Date.
Due Period: With respect to each Distribution Date, the calendar month in which such
Distribution Date occurs.
Eligible Account: An account that is any of the following: (i) maintained with a
depository institution the debt obligations of which have been rated by each Rating Agency
in its highest rating available, or (ii) an account or accounts in a depository institution
in which such accounts are fully insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel
delivered to the Trustee and each Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, or (iii) in the case of the
Custodial Account, a trust account or accounts maintained in the corporate trust department
of U.S. Bank, National Association, or (iv) in the case of the Certificate Account, a trust
account or accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the then-current rating assigned to such
Certificates by such Rating Agency).
Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount
equal to: (X) prior to the first anniversary of the Cut-off Date an amount equal to 3.00%
of the aggregate outstanding principal balance of all of the Mortgage Loans as of the
Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement
since the Cut-off Date up to such date of determination, (Y) from the first to, but not
including, the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b)
2.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance with Section
4.05 since the most recent anniversary of the Cut-off Date up to such date of
determination, and (Z) from the second to, but not including, the fifth anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the most recent anniversary
of the Cut-off Date up to such date of determination. On and after the fifth anniversary of
the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior to any such
reduction, the Master Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Fraud Losses: Realized Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Interest Accrual Period: With respect to the Class X-0, Xxxxx X-0, Class X and Class
R Certificates and any Distribution Date, the calendar month preceding the month in which
such Distribution Date occurs. With respect to the Class X-0, Xxxxx X-0, Class M and Class
B Certificates and any Distribution Date, the period beginning on the prior Distribution
Date (or, in the case of the first Distribution Date, the Closing Date) and ending on
the day immediately preceding the Distribution Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any,
specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to
adjustment.
Initial Monthly Payment Fund: $94,254 representing scheduled principal amortization
and interest at the Net Mortgage Rate payable during the September 2005 Due Period, for
those Mortgage Loans for which the Trustee will not be entitled to receive such payment.
Initial Notional Amount: With respect to the Class X Certificates, $711,141,591.88.
Initial Subordinate Class Percentage: With respect to each Class of Subordinate
Certificates, an amount which is equal to the initial aggregate Certificate Principal
Balance of such Class of Subordinate Certificates divided by the aggregate Stated
Principal Balance of all the Mortgage Loans as of the Cut-off Date as follows:
Class M-1: 1.55% Class M-7: 0.55%
Class M-2: 1.30% Class M-8: 0.30%
Class M-3: 0.85% Class M-9: 0.30%
Class M-4: 0.65% Class B-1: 0.55%
Class M-5: 0.60% Class B-2: 0.95%
Class M-6: 0.55% Class B-3: 0.60%
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London
interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per
annum basis, determined in accordance with Section 1.03.
LIBOR Certificates: The Class A-1, Class A-3, Class M and Class B Certificates.
Marker Rate: With respect to the Class X Certificates and any Distribution Date, in
relation to REMIC I Regular Interests LT1, LT2, LT3, and LT4, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I
Regular Interest LT2 and REMIC I Regular Interest LT3.
Maturity Date: August 25, 2035, the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
Maximum Mortgage Rate: As to any Mortgage Loan, the rate indicated in Exhibit One
hereto as the "NOTE CEILING," which rate is the maximum interest rate that may be
applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Mortgage Loan and any date of determination,
the Maximum Mortgage Rate for such Mortgage Loan minus the per annum rate at which the
Servicing Fee is calculated.
Minimum Mortgage Rate: As to any Mortgage Loan, the greater of (i) the Note Margin
for such Mortgage Loan and (ii) the rate indicated in Exhibit One hereto as the "NOTE
FLOOR" for such Mortgage Loan, which rate may be applicable to such Mortgage Loan at any
time during the life of such Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as
Exhibit One (as amended from time to time to reflect the addition of Qualified Substitute
Mortgage Loans), which list or lists shall set forth the following information as to each
Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) [RESERVED];
(g) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL
P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage
Loan is secured by a second or vacation residence;
(l) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured
by a non-owner occupied residence;
(m) the Maximum Mortgage Rate ("NOTE CEILING");
(n) the maximum Adjusted Mortgage Rate ("NET CEILING");
(o) the Note Margin for the ("NOTE MARGIN"); and
(p) the first Adjustment Date after the Cut-off Date ("NXT INT CHG DT").
Such schedule may consist of multiple reports that collectively set forth all of the
information required.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related
Mortgage Note, or any modification thereto other than a Servicing Modification. The
Mortgage Rate on the Mortgage Loans will adjust on each Adjustment Date to equal the sum
(rounded to the nearest multiple of one-eighth of one percent (0.125%) or up to the nearest
one-eighth of one percent, which are indicated by a "U" on Exhibit One hereto, except in
the case of the Mortgage Loans indicated by an "X" on Exhibit One hereto under the heading
"NOTE METHOD"), of the related Index plus the Note Margin, in each case subject to the
applicable Initial Rate Cap, Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
MTA: With respect to any Distribution Date, the twelve-month moving average monthly
yield on United States Treasury securities, expressed on a per annum basis, determined in
accordance with Section 1.04.
MTA Determination Date: For each Interest Accrual Period, fifteen days prior to the
commencement of that Interest Accrual Period.
Net Deferred Interest: On any Distribution Date, Deferred Interest on the Mortgage
Loans during the related Due Period net of Principal Prepayments in full, partial Principal
Prepayments, Liquidation Proceeds and amounts received pursuant to Section 2.04 and 4.07,
in that order, included in the Available Distribution Amount for such Distribution Date and
available to make principal distributions on the Certificates on that Distribution Date.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest equal to
the Adjusted Mortgage Rate less the per annum rate at which the Servicing Fee is
calculated; provided that, (i) the Net Mortgage Rate becoming effective on any Adjustment
Date shall not be greater or less than the Net Mortgage Rate immediately prior to such
Adjustment Date plus or minus the Initial Rate Cap or Periodic Cap applicable to such
Mortgage Loan and (ii) the Net Mortgage Rate for any Mortgage Loan shall not exceed a rate
equal to the Maximum Net Mortgage Rate for such Mortgage Loan.
Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Mortgage Loans weighted on the basis of
the respective Stated Principal Balance of each such Mortgage Loan as of the beginning of
the related Due Period, using the Net Mortgage Rates in effect for the scheduled payments
due on those Mortgage Loans during such Due Period, multiplied, in the case of the LIBOR
Certificates, by a fraction expressed as a percentage the numerator of which is 30 and the
denominator of which is the actual number of days in the related Interest Accrual Period.
Note Margin: As to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note and indicated in Exhibit One hereto as the "NOTE MARGIN," which percentage is
added to the related Index on each Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Initial Rate Cap, the Periodic Cap, the
Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Notional Amount: As of any Distribution Date, with respect to the Class X
Certificates, an amount equal to the Certificate Principal Balance of the Class A-1, Class
A-2, Class A-3, Class A-4, Class M and Class B Certificates immediately prior to such date.
Optional Termination Date: Any Distribution Date on which the Pool Stated Principal
Balance, prior to giving effect to distributions to be made on such Distribution Date, is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Pass-Through Margin: With respect each Distribution Date, as follows:
(1) (2)
Class A-1 0.300% 0.600%
Class A-2 1.500% 1.500%
Class A-3 0.380% 0.760%
Class A-4 1.940% 1.940%
Class M-1 0.570% 0.855%
Class M-2 0.620% 0.930%
Class M-3 0.680% 1.020%
Class M-4 0.870% 1.305%
Class M-5 0.930% 1.395%
Class M-6 1.030% 1.545%
Class B-1 1.570% 2.355%
Class B-2 1.680% 2.520%
Class B-3 2.200% 3.300%
Class B-4 1.250% 1.875%
Class B-5 1.250% 1.875%
Class B-6 1.250% 1.875%
(1) For the Interest Accrual Period for each Distribution Date occurring on
or prior to the first possible Optional Termination Date.
(2) For each other Interest Accrual Period.
Pass-Through Rate:
o With respect to the Class A-1 Certificates and Class A-3 Certificates, the lesser of
(i) LIBOR plus the related Pass-Through Margin and (ii) the Net WAC Rate;
o With respect to the Class A-2 Certificates, the lesser of (i) MTA plus the related
Pass-Through Margin and (ii) the Net WAC Rate;
o With respect the Class A-4 Certificates, the lesser of (i) MTA plus the related
Pass-Through Margin and (ii) the Net WAC Rate less 0.650%;
o With respect to the Class X-IO Component of the Class X Certificates, the Net WAC
Rate less the weighted average Pass-Through Rate on the Certificates (other than
the Class X Certificates and Class R Certificates), weighted by Certificate
Principal Balance;
o With respect to the Class X-P Component of the Class X Certificates, the Net WAC
Rate;
o With respect to the Class R Certificates, the Net WAC Rate;
o With respect to the Class M Certificates, a per annum rate equal to the lesser of (i)
LIBOR plus the related Pass-Through Margin and (ii) the Net WAC Rate;
o With respect to the Class B Certificates, the lesser of (i) LIBOR plus the related
Pass-Through Margin and (ii) the Net WAC Rate;
o The Class P Certificates are not entitled to interest on any amounts due.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to timely payment of principal and interest by the
United States or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than
one month from the date of acquisition thereof, provided that the unsecured
short-term debt obligations of the party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers'
acceptances (which shall each have an original maturity of not more than 90 days and,
in the case of bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or of any
domestic branch of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust company at the date of
acquisition thereof have been rated by each Rating Agency in its highest short-term
rating available; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such institution shall
be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has been rated by each Rating Agency
in its highest short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund, money market fund, common trust fund or other pooled investment
vehicle, the assets of which are limited to instruments that otherwise would
constitute Permitted Investments hereunder and have been rated by each Rating Agency
in its highest short-term rating available (in the case of Standard & Poor's such
rating shall be either AAAm or AAAm-G), including any such fund that is managed by
the Trustee or any affiliate of the Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
(vi) other obligations or securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce the rating assigned to any Class
of Certificates by such Rating Agency (without giving effect to any Certificate
Policy (if any) in the case of Insured Certificates (if any)) below the then-current
rating assigned to such Certificates by such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect to the
underlying debt instrument or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments
with respect to such instrument provide a yield to maturity greater than 120% of the yield
to maturity at par of such underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and
Fitch and Aaa in the case of Moody's, and for purposes of this Agreement, any references
herein to the highest rating available on unsecured commercial paper and short-term debt
obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case
of Moody's and F-1 in the case of Fitch; provided, however, that any Permitted Investment
that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the
following additional conditions: (i) the total amount of debt from A-1 issuers must be
limited to the investment of monthly principal and interest payments (assuming fully
amortizing collateral); (ii) the total amount of A-1 investments must not represent more
than 20% of the aggregate outstanding Certificate Principal Balance of the Certificates and
each investment must not mature beyond 30 days; (iii) the terms of the debt must have a
predetermined fixed dollar amount of principal due at maturity that cannot vary; and (iv)
if the investments may be liquidated prior to their maturity or are being relied on to meet
a certain yield, interest must be tied to a single interest rate index plus a single fixed
spread (if any) and must move proportionately with that index.
Prepayment Assumption: With respect to the Mortgage Loans, a prepayment assumption of
25% CPR, used for determining the accrual of original issue discount and market discount
and premium on the Certificates for federal income tax purposes.
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if
any, received in connection with a full or partial prepayment of such Mortgage Loan in
accordance with the terms thereof.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be
assessed and to which such Prepayment Charge the Class P Certificates are entitled, as
indicated on the Mortgage Loan Schedule.
Prepayment Distribution Percentage: With respect to any Distribution Date and each
Class of Subordinate Certificates, under the applicable circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in September 2015 (unless
the Certificate Principal Balances of the Senior Certificates have been reduced to
zero or the circumstances set forth in the third paragraph of the definition of
Senior Accelerated Distribution Percentage exist), 0%.
(ii) For any Distribution Date for which clause (i) above does not apply, and on which any
Class of Subordinate Certificates is outstanding:
(a) in the case of the Class of Subordinate Certificates then outstanding with the
Highest Priority and each other Class of Subordinate Certificates for which the
related Prepayment Distribution Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances immediately prior to
such date of (1) the Class of Subordinate Certificates then outstanding with
the Highest Priority and (2) all other Classes of Subordinate Certificates for
which the respective Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate Certificates for which the Prepayment
Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any
Distribution Date as provided in Section 4.02 of this Series Supplement (determined
without regard to the proviso to the definition of "Subordinate Principal
Distribution Amount") would result in a distribution in respect of principal of any
Class or Classes of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a)
the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a
level that, when applied as described above, would exactly reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage
of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing
Class") shall be recalculated in accordance with the provisions in paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c)
the total amount of the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion
to their respective Recalculated Percentages (the portion of such aggregate reduction
so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for
purposes of such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Record Date: With respect to each Distribution Date and (a) each Class of
Certificates, other than the LIBOR Certificates, the close of business on the last Business
Day of the month preceding the month in which the related Distribution Date occurs and (b)
the LIBOR Certificates, the business day immediately prior to such Distribution Date, as
long as the certificates are DTC registered certificates.
REMIC I: The segregated pool of assets related to this Series (except as provided
below), with respect to which a REMIC election is to be made pursuant to this Agreement,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral securing such
Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans due after the
Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as
shall be on deposit in the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund, but not including amounts on deposit in
the Initial Monthly Payment Fund and not including any Prepayment Charges,
(iii) property that secured a Mortgage Loan and that has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if any, and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election with respect to REMIC I
specifically excludes the Initial Monthly Payment Fund, the Yield Maintenance Agreement
Reserve Fund, the Class P Reserve Account and the Carryover Shortfall Reserve Fund.
REMIC I Certificates: The Class R-I Certificates.
REMIC I Distribution Amount: For any Distribution Date, the Available Distribution
Amount shall be distributed to the Uncertificated REMIC I Regular Interests and the Class
R-I Certificates in the following amounts and priority:
(a) first, to the Uncertificated REMIC I Regular Interests pro rata, in an amount
equal to (x) their Uncertificated Accrued Interest for such Distribution Date, plus (y) any
amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(b) an amount equal to the remainder of the Available Distribution Amount after the
distributions made pursuant to clause (a) above, allocated as follows (except as provided
below):
(i) in respect of REMIC I Regular Interests LT2, LT3 and LT4, their respective
Principal Distribution Amounts;
(ii) in respect of REMIC I Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(iii) in respect of REMIC I Regular Interests LT2, LT3 and LT4, any remainder pro
rata according to their respective Uncertificated Principal Balances as reduced
by the distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero;
(iv) first, any remainder to the Uncertificated REMIC I Regular Interests pro rata
according to the amount of unreimbursed Realized Losses allocable to principal
previously allocated to each such Uncertificated REMIC I Regular Interest, the
aggregate amount of any distributions to the Certificates as reimbursement of
such Realized Losses on such Distribution Date pursuant to Section 4.02(e);
provided, however, that any amounts distributed pursuant to this paragraph
(b)(iv) shall not cause a reduction in the Uncertificated Principal Balances of
any of the Uncertificated REMIC I Regular Interests; and
(v) second, any remaining amounts to the Class R-I Certificates.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on the Mortgage
Loans shall be allocated to the Uncertificated REMIC I Regular Interests as follows: (1)
the interest portion of such Realized Losses, if any, shall be allocated among the
Uncertificated REMIC I Regular Interests pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized
Losses in excess of the amount allocated pursuant to the preceding sentence shall be
treated as a principal portion of Realized Losses not attributable to any specific Mortgage
Loan and allocated pursuant to the succeeding sentences. The principal portion of Realized
Losses on the Mortgage Loans shall be allocated to the Uncertificated REMIC I Regular
Interests as follows: (1) the principal portion of such Realized Losses shall be allocated,
first, to REMIC I Regular Interests LT2, LT3 and LT4 pro rata according to their respective
REMIC I Principal Reduction Amounts to the extent thereof in reduction of the
Uncertificated Principal Balance thereof and, second, the remainder, if any, of such
principal portion of such Realized Losses shall be allocated to REMIC I Regular Interest
LT1 in reduction of the Uncertificated Principal Balance thereof.
REMIC I Principal Reduction Amounts: For any Distribution Date, the amounts by which
the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interests will
be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings
set forth below:
Y1 = the principal balance of the REMIC I Regular Interest LT1 after distributions
on the prior Distribution Date.
Y2 = the principal balance of the REMIC I Regular Interest LT2 after distributions
on the prior Distribution Date.
Y3 = the principal balance of the REMIC I Regular Interest LT3 after distributions
on the prior Distribution Date.
Y4 = the principal balance of the REMIC I Regular Interest LT4 after distributions
on the prior Distribution Date (note: Y3 = Y4).
ΞY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount.
ΞY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount.
ΞY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount.
ΞY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the Uncertificated REMIC I Regular Interests
after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the Uncertificated REMIC I Regular Interests
after distributions and the allocation of Realized Losses to be made on such Distribution
Date.
ΞP = P0 - P1 = the aggregate of the REMIC I Regular Interests Principal Reduction
Amounts.
= the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Certificates (other than
the Class R Certificates and the Class P Certificates) on such Distribution Date (including
distributes of accrued and unpaid interest on the Class X Certificates for prior
Distributions Dates).
R0 = the Net WAC Rate (stated as a monthly rate) after giving effect to amounts
distributed and Realized Losses allocated on the prior Distribution Date.
R1 = the Net WAC Rate (stated as a monthly rate) after giving effect to amounts to
be distributed and Realized Losses to be allocated on such Distribution Date.
Ξ± = (Y2 + Y3)/P0. The initial value of Ξ± on the Closing Date for use on the first
Distribution Date shall be 0.0001.
Ξ³0 = the lesser of (A) the sum of (x) the sum for all Classes of Certificates, other
than the Class X Certificates, Class R Certificates and Class P Certificates, of the
product for each Class of (i) the monthly interest rate (as limited by the Net WAC Rate, if
applicable) for such Class applicable for distributions to be made on such Distribution
Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses on the prior Distribution Date and (y)
the aggregate related Carryover Shortfall Amounts for such Distribution Date and (B) R0*P0.
Ξ³1 = the lesser of (A) the sum of (x) the sum for all Classes of Certificates, other
than the Class X Certificates, Class R Certificates and Class P Certificates, of the
product for each Class of (i) the monthly interest rate (as limited by the Net WAC Rate, if
applicable) for such Class applicable for distributions to be made on the next succeeding
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date
and (y) the aggregate related Carryover Shortfall Amounts for the next succeeding
Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4;
ΞY2 = (Ξ±/2){( Ξ³0R1 - Ξ³1R0)/R0R1};
ΞY3 = Ξ±ΞP - ΞY2; and
ΞY4 = ΞY3.
if both ΞY2 and ΞY3, as so determined, are non negative numbers. Otherwise:
(1) If ΞY2, as so determined, is negative, then
ΞY2 = 0;
ΞY3 = Ξ±{Ξ³1R0P0 - Ξ³0R1P1}/{Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
(2) If ΞY3, as so determined, is negative, then
ΞY3 = 0;
ΞY2 = Ξ±{Ξ³1R0P0 Ξ³0R1P1}/{2R1R0P1 Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
REMIC I Regular Interest LT1 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC I Principal Reduction Amount for REMIC I Regular
Interest LT1 for such Distribution Date over the Realized Losses allocated to REMIC I
Regular Interest LT1 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
REMIC I Regular Interest LT2 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC I Principal Reduction Amount for REMIC I Regular
Interest LT2 for such Distribution Date over the Realized Losses allocated to REMIC I
Regular Interest LT2 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
REMIC I Regular Interest LT3 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC I Principal Reduction Amount for REMIC I Regular
Interest LT3 for such Distribution Date over the Realized Losses allocated to REMIC I
Regular Interest LT3 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
REMIC I Regular Interest LT4 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC I Principal Reduction Amount for REMIC I Regular
Interest LT4 for such Distribution Date over the Realized Losses allocated to REMIC I
Regular Interest LT4 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I
Regular Interests conveyed in trust to the Trustee pursuant to Section 2.06 for the benefit
of the holders of the Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class X, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
B-1, Class B-2 and Class B-3 Certificates and the Class R-II Certificates, with respect to
which a separate REMIC election is to be made. The REMIC election with respect to REMIC II
specifically excludes the Initial Monthly Payment Fund, the Yield Maintenance Agreement
Reserve Fund, the Class P Reserve Account and the Carryover Shortfall Reserve Fund.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class
X, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class B-1, Class B-2 and Class B-3 Certificates and the Class R-II Certificates.
REMIC II Regular Interests: The Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class X,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class B-1, Class B-2 and Class B-3 Certificates.
Senior Accelerated Distribution Percentage: With respect to any Distribution Date
occurring on or prior to the 120th Distribution Date, 100%. With respect to any
Distribution Date thereafter, as follows:
(i) for any Distribution Date after the 120th Distribution Date but on or prior to the
132nd Distribution Date, the related Senior Percentage for such Distribution Date
plus 70% of the related Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 132nd Distribution Date but on or prior to the
144th Distribution Date, the related Senior Percentage for such Distribution Date
plus 60% of the related Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 144th Distribution Date but on or prior to the
156th Distribution Date, the related Senior Percentage for such Distribution Date
plus 40% of the related Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 156th Distribution Date but on or prior to the
168th Distribution Date, the related Senior Percentage for such Distribution Date
plus 20% of the related Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior Percentage for such
Distribution Date.
Any scheduled reduction, as described in the preceding paragraph, shall not be made
as of any Distribution Date unless:
(a) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including Mortgage Loans which are in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy
and any REO Property) averaged over the last six months, as a percentage of the
aggregate outstanding Certificate Principal Balance of the Subordinate
Certificates, is less than 50% and
(b) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the eleventh, twelfth, thirteenth, fourteenth and fifteenth
year, or any year thereafter, after the Closing Date, are less than 30%, 35%,
40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal
Balances of the Subordinate Certificates.
Notwithstanding the foregoing, if (a) the Subordinate Percentage is equal to or in
excess of twice the initial Subordinate Percentage, (b) the outstanding principal balance
of the Mortgage Loans delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the
Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the Subordinate
Certificates, does not exceed 50% and (c)(i) prior to the Distribution Date in September
2008, cumulative Realized Losses on the Mortgage Loans do not exceed 20% of the sum of the
initial Certificate Principal Balances of the Subordinate Certificates, and (ii)
thereafter, cumulative Realized Losses on the Mortgage Loans do not exceed 30% of the sum
of the initial Certificate Principal Balances of the Subordinate Certificates, then (A) on
any Distribution Date prior to the Distribution Date in September 2008, the Senior
Accelerated Distribution Percentage for such Distribution Date will equal the Senior
Percentage for that Distribution Date plus 50% of the Subordinate Percentage for such
Distribution Date, and (B) on any Distribution Date on or after the Distribution Date in
September 2008, the Senior Accelerated Distribution Percentage for that Distribution Date
will equal the Senior Percentage for that Distribution Date.
Notwithstanding the foregoing, on any Distribution Date on which the Senior
Percentage exceeds the initial Senior Percentage, the Senior Accelerated Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon reduction of the Certificate Principal Balances
of the Senior Certificates to zero, the Senior Accelerated Distribution Percentage will
equal 0%.
Senior Certificate: Any one of the Class A, Class X or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit A and Exhibit D.
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of each Distribution Date, the lesser of 100% and a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Senior Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a)
the balance of the Available Distribution Amount remaining after the distribution therefrom
of all amounts required to be distributed therefrom pursuant to Section 4.02(a)(i) of this
Series Supplement, and (b) the sum of the amounts required to be distributed therefrom to
the Senior Certificateholders on such Distribution Date pursuant to Sections 4.02(a)(ii),
4.02(a)(xxviii) and 4.02(a)(xxix).
Senior Support Certificates: The Class A-3 Certificates and Class A-4 Certificates.
Special Hazard Amount: As of any Distribution Date, an amount equal to $7,111,417
minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one
or more specific Classes of Certificates in accordance with Section 4.05 of this Series
Supplement and (ii) the Adjustment Amount (as defined below) as most recently calculated.
For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount for such anniversary)
exceeds the greater of (A) the greater of (i) the product of the Special Hazard Percentage
for such anniversary multiplied by the outstanding principal balance of all the Mortgage
Loans on the Distribution Date immediately preceding such anniversary and (ii) twice the
outstanding principal balance of the Mortgage Loan with the largest outstanding principal
balance as of the Distribution Date immediately preceding such anniversary and (B) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in the Trust
Fund which has the largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of the Mortgage Loans in any single five-digit
California zip code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary.
The Special Hazard Amount may be further reduced by the Master Servicer (including
accelerating the manner in which coverage is reduced) provided that prior to any such
reduction, the Master Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater
of (i) 1.0% and (ii) the largest percentage obtained by dividing the aggregate outstanding
principal balance (as of immediately preceding Distribution Date) of the Mortgage Loans
secured by Mortgaged Properties located in a single, five-digit zip code area in the State
of California by the outstanding principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property,
as of any Distribution Date, (i) the sum of (a) the Cut-off Date Principal Balance of the
Mortgage Loan plus (b) any amount by which the Stated Principal Balance of the Mortgage
Loan has been increased pursuant to a Servicing Modification and (c) any amount by which
the Stated Principal Balance of the Mortgage Loan has been increased for Deferred Interest
pursuant to the terms of the related Mortgage Note on or prior to the Distribution Date,
minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending with the Due Period
related to the previous Distribution Date which were received or with respect to which an
Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or
REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the
extent applied by the Master Servicer as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO Property, in each case which were
distributed pursuant to Section 4.02 on any previous Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and
each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the Class's
pro rata share, based on the Certificate Principal Balance of each such Class then
outstanding, and (y) the aggregate of the amounts calculated for such Distribution Date
under clauses (1), (2) and (3) of Section 4.02(a)(ii)(A) of this Series Supplement (without
giving effect to the Senior Percentage) to the extent not payable to the Senior
Certificates and to the extent not applied in reduction of Net Deferred Interest; (ii) such
Class's pro rata share, based on the Certificate Principal Balance of each Class of
Subordinate Certificates then outstanding, of the principal collections described in
Section 4.02(a)(ii)(B)(b) of this Series Supplement (without giving effect to the Senior
Accelerated Distribution Percentage) to the extent such collections are not otherwise
distributed to the Senior Certificates and to the extent not applied in reduction of Net
Deferred Interest; (iii) the product of (x) the related Prepayment Distribution Percentage
and (y) the aggregate of all Principal Prepayments in Full received in the related
Prepayment Period and Curtailments received in the preceding calendar month to the extent
not payable to the Senior Certificates and to the extent not applied in reduction of Net
Deferred Interest; and (iv) any amounts described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have been allocated to a Class
of Subordinate Certificates; minus (b) the related Capitalization Reimbursement Amount for
such Distribution Date, multiplied by a fraction, the numerator of which is the Subordinate
Principal Distribution Amount for such Class of Subordinate Certificates, without giving
effect to this clause (b)(ii), and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates, in each case to the extent derived
from the Available Distribution Amount without giving effect to any reductions for the
Capitalization Reimbursement Amount.
Super Senior Certificates: The Class A-1 Certificates and Class A-2 Certificates.
Trust Fund: REMIC I, REMIC II, the Initial Monthly Payment Fund, the Yield
Maintenance Agreement Reserve Fund, the Class P Reserve Account and the Carryover Shortfall
Reserve Fund.
Uncertificated Accrued Interest: With respect to each Uncertificated REMIC I Regular
Interest on each Distribution Date, an amount equal to one month's interest at the related
Uncertificated REMIC I Pass-Through Rate on the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest. Uncertificated Accrued Interest on the
Uncertificated REMIC I Regular Interests will be reduced by any Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls, allocated among such Uncertificated REMIC I
Regular Interests pro rata.
Uncertificated Principal Balance: The principal amount of any Uncertificated REMIC I
Regular Interest outstanding as of any date of determination. The Uncertificated Principal
Balance of each Uncertificated REMIC I Regular Interest shall be reduced by all
distributions of principal made on, and allocation of Realized Losses to, such
Uncertificated REMIC I Regular Interest on such Distribution Date. The Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest shall never be less than
zero.
Uncertificated REMIC I Regular Interests: The uncertificated partial undivided
beneficial ownership interests in REMIC I, designated as REMIC I Regular Interests LT1,
LT2, LT3 and LT4, each having an Uncertificated Principal Balance as specified herein and
bearing interest at a rate equal to the related Uncertificated REMIC I Pass-Through Rate.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date and:
(i) REMIC I Regular Interests LT1 and LT2, the Net WAC Rate of the Mortgage Loans, (ii)
REMIC I Regular Interest LT3, zero (0.00%), and (iii) REMIC I Regular Interest LT4, twice
the Net WAC Rate of the Mortgage Loans.
Underwriter: Deutsche Bank Securities Inc.
Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the
Trustee and the Yield Maintenance Agreement Provider, relating to the Class A-1
Certificates, or any replacement, substitute, collateral or other arrangement in lieu
thereof.
Yield Maintenance Agreement Provider: The Bank of New York, and its successors and
assigns or any party to any replacement, substitute, collateral or other arrangement in
lieu thereof.
Yield Maintenance Payment: For any Distribution Date, the payment, if any, due under
the Yield Maintenance Agreement in respect of such Distribution Date.
Yield Maintenance Agreement Reserve Fund: The account established and maintained by
the Trustee pursuant to Section 4.09 hereof.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other
equivalent words refer to the Pooling and Servicing Agreement as a whole. All references
herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections
and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein
include both the singular and the plural
Section 1.03 Determination of LIBOR
LIBOR applicable to the calculation of the Pass-Through Rates on the LIBOR
Certificates for any Interest Accrual Period (other than the initial Interest Accrual
Period) will be determined as described below:
On each Distribution Date, LIBOR shall be established by the Trustee and, as to any
Interest Accrual Period, will equal the rate for one month United States dollar deposits
that appears on the Telerate Screen Page 3750 of the Moneyline Telerate Capital Markets
Report as of 11:00 a.m., London time, on the second LIBOR Business Day prior to the first
day of such Interest Accrual Period ("LIBOR Rate Adjustment Date"). "Telerate Screen Page
3750" means the display designated as page 3750 on the Telerate Service (or such other page
as may replace page 3750 on that service for the purpose of displaying London interbank
offered rates of major banks). If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service is no longer offered, any
other service for displaying LIBOR or comparable rates as may be selected by the Trustee
after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The
"Reference Bank Rate" will be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the reference banks (which shall be any three major banks that
are engaged in transactions in the London interbank market, selected by the Trustee after
consultation with the Master Servicer) as of 11:00 a.m., London time, on the day that is
one LIBOR Business Day prior to the immediately preceding Distribution Date to prime banks
in the London interbank market for a period of one month in amounts approximately equal to
the aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The
Trustee will request the principal London office of each of the reference banks to provide
a quotation of its rate. If at least two such quotations are provided, the rate will be the
arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on such date
fewer than two quotations are provided as requested, the rate will be the arithmetic mean
of the rates quoted by one or more major banks in New York City, selected by the Trustee
after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such
date for loans in U.S. Dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of the LIBOR
Certificates then outstanding. If no such quotations can be obtained, the rate will be
LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment
Date, 3.669% per annum; provided, however, if, under the priorities described above, LIBOR
for a Distribution Date would be based on LIBOR for the previous Distribution Date for the
third consecutive Distribution Date, the Trustee shall, after consultation with the Master
Servicer, select an alternative comparable index (over which the Trustee has no control),
used for determining one-month Eurodollar lending rates that is calculated and published
(or otherwise made available) by an independent party. "LIBOR Business Day" means any day
other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the
city of London, England are required or authorized by law to be closed.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the
Master Servicer's subsequent calculation of the Pass-Through Rates applicable to each of
the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the
Master Servicer with the results of its determination of LIBOR on such date. Furthermore,
the Trustee will supply the Pass-Through Rates on each of the LIBOR Certificates for the
current and the immediately preceding Interest Accrual Period via the Trustee's internet
website, which may be obtained by telephoning the Trustee at (000) 000-0000.
Section 1.04 Determination of MTA
MTA for any Interest Accrual Period after the initial Interest Accrual Period will be
determined as described below.
MTA shall be established by the Trustee for each Interest Accrual Period other than
the initial Interest Accrual Period. MTA is a per annum rate equal to the twelve-month
moving average monthly yield on United States Treasury securities adjusted to a constant
maturity of one year as published by the Federal Reserve Board in statistical Release No.
H.15(519), or the Release, determined by averaging the monthly yield for the most recent
twelve months. The MTA used for each Interest Accrual Period will be the most recent MTA
figure available as of the related MTA Determination Date. If MTA is no longer available,
the new index for the Class A-2 Certificates and Class A-4 Certificates will be LIBOR. MTA
for the first accrual period for the first Distribution Date will be approximately 2.865%.
The establishment of MTA by the Trustee and the Master Servicer's subsequent
calculation of the Pass-Through Rates applicable to the Class A-2 Certificates and Class
A-4 Certificates for the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly following each MTA Determination Date the Trustee shall supply the Master
Servicer with the results of its determination of MTA on such date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) (See Section 2.01(b) of the Standard Terms).
(c) The Company may, in lieu of delivering the original of the documents set forth in
Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or
Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within thirty
Business Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee
or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee.
The parties hereto agree that it is not intended that any Mortgage Loan be included
in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in
the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled
Act No. 1229, effective as of January 1, 2005.
(d) (See Section 2.01(d) of the Standard Terms).
(e) (See Section 2.01(e) of the Standard Terms).
(f) (See Section 2.01(f) of the Standard Terms).
(g) (See Section 2.01(g) of the Standard Terms).
(h) (See Section 2.01(h) of the Standard Terms).
(i) In connection with such assignment, and contemporaneously with the delivery of this
Agreement, the Company delivered or caused to be delivered hereunder to the Trustee, the
Yield Maintenance Agreement (the delivery of which shall evidence that the fixed payment
for the Yield Maintenance Agreement has been paid and the Trustee and the Trust Fund shall
have no further payment obligation thereunder and that such fixed payment has been
authorized hereby)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company.
(a) For representations, warranties and covenants of the Master Servicer, see Section
2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in
the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or
the Mortgage Loans, as the case may be, is true and correct in all material respects
at the date or dates respecting which such information is furnished;
(iii) The Mortgage Loans are payment-option adjustable-rate mortgage loans with a negative
amortization feature, and Monthly Payments due, with respect to a majority of the
Mortgage Loans, on the first day of each month and terms to maturity at origination
or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, except with respect to two Mortgage Loans
representing approximately 0.1% of the aggregate Stated Principal Balance of the
Mortgage Loans, if a Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated
Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%,
(c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between
85.00% and 80.01%. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance companies whose
claims-paying abilities are currently acceptable to each Rating Agency;
(vi) No more than 0.5% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one zip code area
in California and no more than 0.4% of the Mortgage Loans 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 80.94% of the Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date were underwritten under a reduced loan documentation program,
approximately 0.1% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date were underwritten under a no-stated income program, and
approximately 0.1% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date were underwritten under a no income/no asset program;
(x) Except with respect to approximately 12.13% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan
application with respect to the related Mortgage Loan that the Mortgaged Property
would be owner-occupied;
(xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9) without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3)
or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow
a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure
to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xiii) A policy of title insurance was effective as of the closing of each Mortgage
Loan and is valid and binding and remains in full force and effect, unless the
Mortgaged Properties are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
(xiv) None of the Mortgage Loans is a Cooperative Loan;
(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;
(xix) No Mortgage Loan provides for payments that are subject to reduction by withholding
taxes levied by any foreign (non-United States) sovereign government; and
(xx) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage
Loans are Pledged Asset Loans.
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or
any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties set forth in this
Section 2.03(b) that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated under a
Custodial Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the party discovering such
breach shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall
have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered. Any such
substitution shall be effected by the Company under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase or
substitute for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the Certificateholders
or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the
Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans
as provided in this Section 2.03(b) if the substance of the breach of a representation set
forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms)
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions
noted, together with the assignment to it of all other assets included in the Trust Fund
and/or the applicable REMIC, receipt of which is hereby acknowledged. Concurrently with
such delivery and in exchange therefor, the Trustee, pursuant to the written request of the
Company executed by an officer of the Company, has executed and caused to be authenticated
and delivered to or upon the order of the Company the Class R-I Certificates in authorized
denominations which together with the Uncertificated REMIC I Regular Interests, evidence
the beneficial interest in REMIC I.
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests; Acceptance by the
Trustee.
The Company, as of the Closing Date, and concurrently with the execution and delivery
hereof, does hereby assign without recourse all the right, title and interest of the
Company in and to the Uncertificated REMIC I Regular Interests to the Trustee for the
benefit of the Holders of each Class of Certificates (other than the Class R-I
Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular
Interests and declares that it holds and will hold the same in trust for the exclusive use
and benefit of all present and future Holders of each Class of Certificates (other than the
Class R-I Certificates and the Class P Certificates). The rights of the Holders of each
Class of Certificates (other than the Class R Certificates and the Class P Certificates) to
receive distributions from the proceeds of REMIC II in respect of such Classes, and all
ownership interests of the Holders of such Classes in such distributions, shall be as set
forth in this Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular
Interests, 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, the Class R-II Certificates and the
Class P Certificates) in authorized denominations, which evidence the beneficial interest
in the entire REMIC II.
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the
Standard Terms)
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations. (See Section 3.02
of the Standard Terms)
Section 3.03 Successor Subservicers. (See Section 3.03 of the Standard Terms)
Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the
Standard Terms)
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard Terms)
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.
(a) (See Section 3.07(a) of the Standard Terms)
(b) The Master Servicer shall establish and maintain a Custodial Account in which
the Master Servicer shall deposit or cause to be deposited on a daily basis, except as
otherwise specifically provided herein, the following payments and collections remitted by
Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the
Mortgage Loans, including Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net
of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.03, 2.04 or 4.07 (including amounts received from 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 and all amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21;
(vi) All amounts transferred from the Certificate Account to the Custodial
Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received by the Master
Servicer in respect of any Additional Collateral;
(viii) Any amounts received by the Master Servicer in respect of Pledged
Assets; and
(ix) Any amounts received by the Master Servicer in connection with any
Prepayment Charges on the Prepayment Charge Loans.
The foregoing requirements for deposit in the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the foregoing,
payments on the Mortgage Loans which are not part of the Trust Fund (consisting of payments
in respect of principal and interest on the Mortgage Loans due on or before the Cut-off
Date) and payments or collections in the nature of late payment charges or assumption fees
may but need not be deposited by the Master Servicer in the Custodial Account. In the
event any amount not required to be deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount from the Custodial Account, any
provision herein to the contrary notwithstanding. Amounts received by the Master Servicer
in connection with Prepayment Charges on the Prepayment Charge Loans shall be remitted by
the Master Servicer on the Certificate Account Deposit Date to the Trustee and shall be
deposited by the Trustee, upon the receipt thereof, into the Class P Reserve Account. The
Custodial Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds respecting
payments on mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer
shall keep records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and
4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as
included in the Available Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to do so. If the Master Servicer so elects, such amounts
will be deemed to have been received (and any related Realized Loss shall be deemed to have
occurred) on the last day of the month prior to the receipt thereof.
(c) (See Section 3.07(c) of the Standard Terms)
(d) (See Section 3.07(d) of the Standard Terms)
(e) Notwithstanding Section 3.07(a), The Master Servicer shall not waive (or permit
a Subservicer to waive) any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or
any local, state or federal agency has threatened legal action if the prepayment penalty is
enforced, (iii) the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the
related Mortgage Loan. In no event will the Master Servicer waive a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is not related to a default or a
reasonably foreseeable default. If a Prepayment Charge is waived, but does not meet the
standards described above, then the Master Servicer is required to pay the amount of such
waived Prepayment Charge to the holders of the Class P Certificates at the time that the
amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial
Account. Notwithstanding any other provisions of this Agreement, any payments made by the
Master Servicer in respect of any waived Prepayment Charges pursuant to this Section shall
be deemed to be paid outside of the Trust Fund and not part of any REMIC.
Section 3.08. Subservicing Accounts; Servicing Accounts (See Section 3.08 of the
Standard Terms)
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans (See Section 3.09 of the Standard Terms)
Section 3.10. Permitted Withdrawals from the Custodial Account (See Section
3.10 of the Standard Terms)
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder (See Section 3.011 of the Standard Terms)
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage
(See Section 3.12 of the Standard Terms)
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments (See Section 3.13 of the Standard
Terms)
Section 3.14. Realization Upon Defaulted Mortgage Loans (See Section 3.14 of the
Standard Terms)
Section 3.15. Trustee to Cooperate; Release of Mortgage Files (See Section 3.15
of the Standard Terms)
Section 3.16. Servicing and Other Compensation; Compensating Interest
(a) (See Section 3.16(a) of the Standard Terms)
(b) Additional servicing compensation in the form of assumption fees, late
payment charges, investment income on amounts in the Custodial Account or the
Certificate Account or otherwise (but not including Prepayment Charges) shall be
retained by the Master Servicer or the Subservicer to the extent provided herein,
subject to clause (e) below.
(c) (See Section 3.16(c) of the Standard Terms)
(d) (See Section 3.16(d) of the Standard Terms)
(e) (See Section 3.16(e) of the Standard Terms)
Section 3.17. Reports to the Trustee and the Company (See Section 3.17 of the
Standard Terms)
Section 3.18. Annual Statement as to Compliance (See Section 3.18 of the
Standard Terms)
Section 3.19. Annual Independent Public Accountants' Servicing Report (See
Section 3.19 of the Standard Terms)
Section 3.20. Rights of the Company in Respect of the Master Servicer (See
Section 3.20 of the Standard Terms)
Section 3.21. Administration of Buydown Funds (See Section 3.21 of the
Standard Terms)
Section 3.22 Advance Facility (See Section 3.2 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the
Paying Agent appointed by the Trustee, shall distribute, to the Master Servicer, in the
case of a distribution pursuant to Section 4.02(a)(iii) below, and to each
Certificateholder of record on the next preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution), either (1) in immediately available funds
(by wire transfer or otherwise) to the account of such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder has so notified
the Master Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record
Date, by check mailed to such Certificateholder at the address of such Holder appearing in
the Certificate Register, such Certificateholder's share (which share shall be based on the
aggregate of the Percentage Interests represented by Certificates of the applicable Class
held by such Holder) of the following amounts, in the following order of priority (subject
to the provisions of Sections 4.02(b) and 4.02(c) below), in each case to the extent of the
Available Distribution Amount:
(i) to the Senior Certificates, on a pro rata basis based on the Accrued Certificate
Interest payable on such Classes of Certificates with respect to such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last paragraph of this
Section 4.02(a) (the "Senior Interest Distribution Amount"); provided, however, that
amounts distributable to Holders of the Class X Certificates in respect of Accrued
Certificate Interest on the Class X-IO Component will be reduced to the extent
necessary to pay any Carryover Shortfall Amount on the Class A-1 Certificates and
Class A-3 Certificates on the Distribution Date (after giving effect, in the case of
the Class A-1 Certificates, to payments made pursuant to the Yield Maintenance
Agreement) and such amounts will be paid to the Class A-1 Certificates and Class A-3
Certificates on a pro rata basis in accordance with their respective Carryover
Shortfall Amounts;
(ii) to the Senior Certificates, in the priorities and amounts set forth in Section
4.02(b) and (c), the sum of the following (applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the following:
(1) the principal portion of each Monthly Payment due during the related Due Period on
each Outstanding Mortgage Loan, whether or not received on or prior to
the related Determination Date, minus the principal portion of any Debt
Service Reduction which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) except to the extent applied in reduction of Net Deferred Interest on any
Distribution Date, the Stated Principal Balance of any Mortgage Loan
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 pursuant to Section 2.03 or 2.04 during the preceding
calendar month; and
(3) except to the extent applied in reduction of Net Deferred Interest on any
Distribution Date, the principal portion of all other unscheduled
collections (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)(B) of
this Series Supplement, including without limitation any Insurance
Proceeds, Liquidation Proceeds and REO Proceeds), including Subsequent
Recoveries, received during the preceding calendar month (or deemed to
have been so received in accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of the Standard Terms;
(B) except to the extent applied in reduction of Net Deferred Interest on any
Distribution Date, with respect to each Mortgage Loan 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 Senior Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section 3.14
of the Standard Terms;
(C) the Senior Accelerated Distribution Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full received in the Prepayment
Period and Curtailments received in the preceding calendar month not applied in
reduction of Net Deferred Interest on any Distribution Date;
(D) any amounts described in subsection (ii), clauses (A), (B) and (C) of this Section
4.02(a), as determined for any previous Distribution Date, which remain unpaid
after application of amounts previously distributed pursuant to this clause (D)
to the extent that such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates; minus
(E) the related Capitalization Reimbursement Amount for such Distribution Date multiplied
by a fraction, the numerator of which is the Senior Principal Distribution
Amount, without giving effect to this clause (E), and the denominator of which
is the sum of the principal distribution amounts for all Classes of
Certificates derived from the Available Distribution Amount without giving
effect to any reductions for the Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Subordinate Certificates have not been
reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit
to the Custodial Account, to the extent of and in reimbursement for any Advances or
Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO
Property which remain unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances
that were made with respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class M-4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class M-4 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-4
Certificates;
(xii) to the Holders of the Class M-5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class M-5 Certificates, an amount equal to the
Subordinate Principal Distribution Amount for such Class of Certificates for such
Distribution Date, applied in reduction of the Certificate Principal Balance of the
Class M-5 Certificates;
(xiv) to the Holders of the Class M-6 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xv) to the Holders of the Class M-6 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-6
Certificates;
(xvi) to the Holders of the Class M-7 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xvii) to the Holders of the Class M-7 Certificates, an amount equal to the
Subordinate Principal Distribution Amount for such Class of Certificates for such
Distribution Date, applied in reduction of the Certificate Principal Balance of the
Class M-7 Certificates;
(xviii) to the Holders of the Class M-8 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xix) to the Holders of the Class M-8 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-8
Certificates;
(xx) to the Holders of the Class M-9 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xxi) to the Holders of the Class M-9 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class M-9
Certificates;
(xxii) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xxiii) to the Holders of the Class B-1 Certificates, an amount equal to the
Subordinate Principal Distribution Amount for such Class of Certificates for such
Distribution Date, applied in reduction of the Certificate Principal Balance of the
Class B-1 Certificates;
(xxiv) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided below;
(xxv) to the Holders of the Class B-2 Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the Class B-2
Certificates;
(xxvi) to the Holders of the Class B-3 Certificates, an amount equal to the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date, except as
provided below;
(xxvii) to the Holders of the Class B-3 Certificates, an amount equal to the
Subordinate Principal Distribution Amount for such Class of Certificates for such
Distribution Date, applied in reduction of the Certificate Principal Balance of the
Class B-3 Certificates;
(xxviii) to the Senior Certificates, in the priority set forth in Section 4.02(b) of
this Series Supplement, the portion, if any, of the Available Distribution Amount
remaining after the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event more than the
aggregate of the outstanding Certificate Principal Balances of each such Class of
Senior Certificates, and thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority, any portion of the
Available Distribution Amount remaining after the Senior Certificates have been
retired, applied to reduce the Certificate Principal Balance of each such Class of
Subordinate Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Subordinate Certificates; and
(xxix) to the Class R-I Certificates, the balance, if any, of the Available
Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of
Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or
in the event the Subordinate Certificates are no longer outstanding, the Senior
Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that (1) a shortfall in the
amounts available to pay Accrued Certificate Interest on any Class of Certificates results
from an interest rate reduction in connection with a Servicing Modification, or (2) such
unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the
failure of the Master Servicer to make any required Advance, or the determination by the
Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to
the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash
Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and
REO Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each Distribution Date will
be made as follows:
(i) the Senior Principal Distribution Amount shall be distributed on a pro rata basis in
accordance with their respective Certificate Principal Balances to the Class R-I and
Class R-II, until the Certificate Principal Balances thereof have been reduced to
zero;
(ii) any remaining amount shall be distributed on a pro rata basis in accordance with
their respective Certificate Principal Balances to the Class A-1, Class A-2, Class
A-3 and Class A-4 Certificates, until the Certificate Principal Balances thereof have
been reduced to zero; and
(iii) any remaining amount shall be distributed to the Class X Certificates, until the
Certificate Principal Balance of the Class X-P Component has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all priorities
relating to distributions in Section 4.02(a)(i) and Section 4.02(b) relating to principal
and interest among the Senior Certificates will be disregarded. Instead, the Senior
Principal Distribution Amount will be distributed to the Senior Certificates, pro rata, in
accordance with their respective outstanding Certificate Principal Balances.
(d) After the reduction of the Certificate Principal Balances of the Senior Certificates
to zero but prior to the Credit Support Depletion Date, the Senior Certificates will be
entitled to no further distributions of principal thereon and the Available Distribution
Amount will be distributed solely to the holders of the 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 Subordinate
Certificates with the Highest Priority to which Realized Losses, other than Excess
Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary
Losses, have been allocated, but not by more than the amount of Realized Losses previously
allocated to that Class of Certificates pursuant to Section 4.05. The amount of any
remaining Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Lower Priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant to Section
4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the
Certificate Principal Balance of the Class of Certificates with the next Lower Priority up
to the amount of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to
any payment in respect of Accrued Certificate Interest on the amount of such increases for
any Interest Accrual Period preceding the Distribution Date on which such increase occurs.
Any such increases shall be applied to the Certificate Principal Balance of each
Certificate of such Class in accordance with its respective Percentage Interest.
(f) On each Distribution Date, the Yield Maintenance Payment will be distributed to the
Class A-1 Certificates up to an amount equal to the Carryover Shortfall Amount for the
Class A-1 Certificates.
(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 each Distribution Date, all amounts transferred from the Class P Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans received during
the related Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trustee to Holders of the Class P Certificates and shall not be
available for distribution to the Holders of any other Class of Certificates.
(j) On the initial Distribution Date, Carryover Shortfall Amounts with respect to such
initial Distribution Date, if any, will be paid to the Holders of the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates from amounts withdrawn from the Carryover Shortfall
Reserve Fund.
(k) On any Distribution Date, Net Deferred Interest for such Distribution Date, if any,
will be allocated to each Class of Certificates, on a pro rata basis, in accordance with
the amount of interest accrued on such Class or Component at its Pass-Through Rate for the
Interest Accrual Period for such Distribution Date (in each case before giving effect to
any allocation of Net Deferred Interest for such Distribution Date). In the case of any
Class of Certificates other than the Class X Certificates, Net Deferred Interest allocated
to such Certificates will be added as principal to the outstanding Certificate Principal
Balance of such Class of Certificates. With respect to the Class X Certificates, the Net
Deferred Interest allocated to either the X-IO Component or X-P Component shall be added as
principal to the outstanding Certificate Principal Balance of the Class X-P Component.
Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard Terms)
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer. (See Section 4.04 of the Standard Terms)
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the total amount
of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing
Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred
during the related Prepayment Period or, in the case of a Servicing Modification that
constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due during the related Due
Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate.
All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
second, to the Class B-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
third, to the Class B-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
fourth, to the Class M-9 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
fifth, to the Class M-8 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
sixth, to the Class M-7 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
seventh, to the Class M-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
eight, to the Class M-5 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
ninth, to the Class M-4 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
tenth, to the Class M-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
eleventh, to the Class M-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
twelfth, to the Class M-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
and, thereafter, such Realized Losses shall be allocated to all the remaining Senior
Certificates, on a pro rata basis; provided, however, that after the Credit Support
Depletion Date, Realized Losses otherwise allocable to the Class A-1, Class A-2 and Class
A-3 Certificates will be allocated to the Class A-4 Certificates until the Certificate
Principal Balance of the Class A-4 Certificates has been reduced to zero, and, thereafter,
Realized Losses otherwise allocable to the Class A-1 Certificates and Class A-2
Certificates will be allocated to the Class A-3 Certificates until the Certificate
Principal Balance of the Class A-3 Certificates has been reduced to zero. The Senior
Percentage of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud
Losses or Extraordinary Losses on the Mortgage Loans shall be allocated to the Senior
Certificates on a pro rata basis. The remainder of such Realized Losses will be allocated
among the Class M Certificates and Class B Certificates, on a pro rata basis.
On any Distribution Date, Realized Losses will be allocated as set forth herein
before distributions of principal on the Certificates as set forth herein.
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 on such Distribution Date
(without regard to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than Debt Service Reductions)
to a Class of Certificates shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date; provided that no such reduction shall reduce the aggregate
Certificate Principal Balance of the Certificates below the aggregate Stated Principal
Balance of the Mortgage Loans. Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Subordinate Certificates then outstanding with
the Lowest Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of the
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.
Realized Losses shall be allocated among the Uncertificated REMIC I Regular Interests
as specified in the definition of REMIC I Realized Losses.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)
Section 4.09 Yield Maintenance Agreement Reserve Fund
(a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on
behalf of the Holders of the Class A-1 Certificates. The Reserve Fund must be an Eligible
Account. The Reserve Fund shall be entitled "YMA Reserve Fund, Deutsche Bank Trust Company
Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO1". The Trustee shall demand
payment of all money payable by the Yield Maintenance Agreement Provider under the Yield
Maintenance Agreement. The Trustee shall deposit in the Yield Maintenance Agreement Reserve
Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to
the Yield Maintenance Agreement. On each Distribution Date, the Trustee shall remit amounts
from the Yield Maintenance Agreement Reserve Fund to the Holders of the Class A-1
Certificates in the manner and amount provided in Section 4.02(f) as it is directed by
the Master Servicer.
(b) The Yield Maintenance Agreement Reserve Fund is an "outside reserve fund"
within the meaning of Treasury Regulation Β§1.860G-2(h) and shall be an asset of the Trust
Fund but not an asset of any 2005-QO1 REMIC. The Trustee on behalf of the Trust shall be
the nominal owner of the Reserve Fund. The Class A-1 Certificateholders shall be the
beneficial owner of the Reserve Fund, subject to the power of the Trustee to distribute
amounts under Section 4.02(f). Amounts in the Reserve Fund shall be held uninvested in a
trust account of the Trustee with no liability for interest or other compensation thereon.
Any amounts remaining in the Yield Maintenance Agreement Reserve Fund upon termination of the
Yield Maintenance Agreement shall be distributed to the Class A-1 Certificateholders.
Section 4.10 Class P Reserve Account
(a) On or before the Closing Date, the Trustee shall establish a Class P Reserve
Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account
must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve
Account, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of
Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2005-QO1," (the "Class P Reserve Account"). All amounts received by the Master Servicer in
connection with Prepayment Charges on the Prepayment Charge Loans shall be remitted by the
Master Servicer on the Certificate Account Deposit Date to the Trustee and shall be
deposited by the Trustee into the Class P Reserve Account upon receipt thereof. Funds on
deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder
of the Class P Certificates. The Class P Reserve Account will not represent an interest in
any REMIC.
(b) On the Business Day prior to each Distribution Date, the Trustee shall withdraw
the amount then on deposit in the Class P Reserve Account and deposit such amount into the
Distribution Account to be distributed to the Holders of the Class P Certificates in
accordance with Section 4.02(i).
Section 4.11 Carryover Shortfall Reserve Fund
(a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on
behalf of the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.
The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover
Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of
holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2005-QO1" (the "Carryover Shortfall Reserve Fund"). The Carryover
Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the
Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall
Reserve Fund. Pursuant to Section 4.02(j), on the initial Distribution Date, amounts on
deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover
Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Class
A-1, Class A-2, Class A-3 and Class A-4 Certificates to the extent of any Carryover
Shortfall Amount on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on such
initial Distribution Date. After the initial Distribution Date, all amounts remaining in
the Carryover Shortfall Reserve Fund will be distributed to Deutsche Bank Securities Inc.
or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be
closed.
(b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund
as directed by the Depositor or its designee in writing in Permitted Investments with a
maturity date (i) no later than the Business Day immediately preceding the date on which
such funds are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the Trustee or an Affiliate of the Trustee is the obligor for the
Permitted Investment, or (ii) no later than the date on which such funds are required to be
withdrawn from such account or sub account of a trust account pursuant to this Agreement,
if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment
(or, if no written direction is received by the Trustee from the Depositor, then funds in
such account shall remain uninvested). For federal income tax purposes, the Depositor shall
be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income,
deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve
Fund be an asset of any REMIC created hereunder. All income and gain realized from
investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment
shall be made solely upon the written direction of the Depositor, shall be for the sole and
exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor
within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall
deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in
respect of any such Permitted Investment immediately upon realization of such loss.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Senior, Class M, Class B, Class P and Class R Certificates shall be substantially
in the forms set forth in Exhibits A, B, C, D and E, respectively, and shall, on original
issue, be executed and delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Company upon receipt by the Trustee
or one or more Custodians of the documents specified in Section 2.01. The Certificates
shall be issuable in the minimum denominations designated in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature on behalf of an
authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificate or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein executed by
the Certificate Registrar by manual signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their
authentication.
(b) 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.
(c) (See Section 5.01(c) of the Standard Terms)
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) (See Section 5.02(a) of the Standard Terms)
(b) Upon surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose pursuant to Section 8.12 and, in the case
of any Class M, Class B, Class P or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of a like Class (or Subclass) and aggregate Percentage Interest.
(c) (See Section 5.02(c) of the Standard Terms)
(d) No transfer, sale, pledge or other disposition of a Class B Certificate or
Class P Certificate shall be made unless such transfer, sale, pledge or other disposition
is exempt from the registration requirements of the Securities Act of 1933, as amended, and
any applicable state securities laws or is made in accordance with said Act and laws. In
the event that a transfer of a Class B Certificate or Class P Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis therefor,
from said Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master Servicer (except
that, if such transfer is made by the Company or the Master Servicer or any Affiliate
thereof, the Company or the Master Servicer shall provide such Opinion of Counsel at their
own expense); provided that such Opinion of Counsel will not be required in connection with
the initial transfer of any such Certificate by the Company or any Affiliate thereof to the
Company or an Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H hereto, and the
Trustee shall require the transferor to execute a representation letter, substantially in
the form of Exhibit I hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts surrounding
such transfer, which representation letters shall not be an expense of the Trustee, the
Company or the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the Company or
any Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee shall
be entitled to conclusively rely upon a representation (which, upon the request of the
Trustee, shall be a written representation) from the Company, of the status of such
transferee as an Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master Servicer
with an investment letter substantially in the form of Exhibit J attached hereto (or such
other form as the Company in its sole discretion deems acceptable), which investment letter
shall not be an expense of the Trustee, the Company or the Master Servicer, and which
investment letter states that, among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or the accounts
of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that
the proposed transferor intends to rely on the exemption from registration requirements
under the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any such
Certificate desiring to effect any such transfer, sale, pledge or other disposition shall,
and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar against any liability that may result if the transfer, sale, pledge
or other disposition is not so exempt or is not made in accordance with such federal and
state laws.
(e) (i) In the case of any Class B, Class P or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class B, Class P or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (B) the
prospective Transferee shall be required to provide the Trustee, the Company
and the Master Servicer with a certification to the effect set forth in
paragraph six of Exhibit H (with respect to any Class B Certificate or Class P
Certificate) or paragraph fifteen of Exhibit G-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable
or necessary in order to establish that such Transferee or the Person in whose
name such registration is requested either (a) is not an employee benefit plan
or other plan subject to the prohibited transaction provisions of ERISA or
Section 4975 of the Code, or any Person (including an investment manager, a
named fiduciary or a trustee of any such plan) who is using "plan assets" of
any such plan to effect such acquisition (each, a "Plan Investor") or (b) in
the case of any Class B Certificate or Class P Certificate, the following
conditions are satisfied: (i) such Transferee is an insurance company, (ii)
the source of funds used to purchase or hold such Certificate (or interest
therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Any Transferee of a Class M Certificate will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b)
it has acquired and is holding such Certificate in reliance on Prohibited
Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed.
Reg. 67765 (November 13, 2000), and PTE 2002-41, 67 Fed. Reg. 54487 (August 22,
2002) (the "RFC Exemption"), and that it understands that there are certain
conditions to the availability of the RFC Exemption including that such
Certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee
is a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest therein) is acquired or
held by any Person that does not satisfy the conditions described in paragraph
(ii) above, then the last preceding Transferee that either (i) is not a Plan
Investor, (ii) acquired such Certificate in compliance with the RFC Exemption,
or (iii) is a Complying Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of such Class M Certificate. The
Trustee shall be under no liability to any Person for making any payments due
on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, the Underwriters
and the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition or holding.
(f) (See Section 5.02(f) of the Standard Terms)
(g) (See Section 5.02(g) of the Standard Terms)
(h) (See Section 5.02(h) of the Standard Terms)
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of
the Standard Terms)
Section 5.04 Persons Deemed Owners. (See Section 5.04 of the Standard Terms)
Section 5.05 Appointment of Paying Agent. (See Section 5.05 of the Standard Terms)
Section 5.06 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
(See Article VIII of the Standard Terms)
ARTICLE IX
TERMINATION
(See Article IX of the Standard Terms)
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage Loans.
(a) (See Section 9.01(a) of the Standard Terms)
(b) (See Section 9.01(b) of the Standard Terms)
(c) (See Section 9.01(c) of the Standard Terms)
(d) (See Section 9.01(d) of the Standard Terms)
(e) (See Section 9.01(e) of the Standard Terms)
(f) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee
on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or
Holders of the Class A-1 Certificates, assign without recourse, representation or warranty
all the right, title and interest of the Trustee and the Trust Fund in and to the Yield
Maintenance Agreement to [ ].
Section 9.02 Additional Termination Requirements. (See Section 9.02 of the
Standard Terms)
Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the
Standard Terms)
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMICs.
The REMIC Administrator will make an election to treat the segregated pool of assets
described in the definition of REMIC I (as defined herein) (including the Mortgage Loans
but excluding the Initial Monthly Payment Fund, the Yield Maintenance Agreement Reserve
Fund, the Class P Reserve Account and the Carryover Shortfall Reserve Fund), and subject to
this Agreement, as a REMIC for federal income tax purposes. The REMIC Administrator will
make an election to treat the segregated pool of assets consisting of the Uncertificated
REMIC I Regular Interests (and excluding the Initial Monthly Payment Fund, the Yield
Maintenance Agreement Reserve Fund, the Class P Reserve Account and the Carryover Shortfall
Reserve Fund), as a REMIC for federal income tax purposes.
The Uncertificated REMIC I Regular Interests will represent "regular interests" in
REMIC I and the Class R-I Certificates will represent ownership of the sole "residual
interest" in REMIC I for purposes of the REMIC Provisions (as defined in the Standard
Terms) under federal income tax law.
The Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class X, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates will represent "regular interests" in
REMIC II, and the Class R-II Certificates will represent ownership of the sole "residual
interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law.
Section 10.04 Distributions on the Uncertificated REMIC I 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, the REMIC I Distribution Amount in
the amounts and with the priorities set forth in the definition thereof.
(b) Notwithstanding the deemed distributions on the Uncertificated REMIC I 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 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any Paying
Agent, as applicable, shall comply with all federal withholding requirements respecting
payments to Certificateholders, including interest or original 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 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement; Counterparts. (See Section 11.02 of the
Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms)
Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)
Section 11.05 Notices. All demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to the
appropriate address for each recipient listed in the table below or, in
each case, such other address as may hereafter be furnished in writing to
the Master Servicer, the Trustee and the Company, as applicable:
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Recipient Address
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Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
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Master Servicer 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Attention: Managing Director/Master Servicing
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Trustee Corporate Trust Xxxxxx
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Accredit Loans, Inc.
Series 2005-QO1
The Trustee designates its offices located at c/o
DTC Transfer Services, 00 Xxxxx Xxxxxx, Xxxxxxxx
Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
for the purposes of Section 8.12 of the Standard
Terms
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Xxxxx'x Investors Service, 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Inc. Xxx Xxxx, Xxx Xxxx 00000
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Standard & Poor's Ratings 00 Xxxxx Xxxxxx
Services, a division of Xxx Xxx Xxxx, Xxx Xxxx 00000
XxXxxx-Xxxx Companies, Inc.
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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 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms)
Section 11.09 Allocation of Voting Rights.
98.0% of all of the Voting Rights shall be allocated among Holders of Certificates,
other than the Class X Certificates and Class R Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; 1.0% of all
Voting Rights will be allocated among the Holders of the Class X Certificates, in
accordance with their respective Percentage Interests; 0.50% of all Voting Rights will be
allocated among the Holders of the Class R-I Certificates, in accordance with their
respective Percentage Interests; and 0.50% of all Voting Rights will be allocated among the
Holders of the Class R-II 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 Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: Associate
Attest: /s/Xxxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxx
Title: Associate
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 31st day of August, 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 Xxxxx
-----------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of August, 2005 before me, a notary public in and for said
State, personally appeared __Mark White_______, known to me to be a(n)
____Associate________ 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 31st day of August, 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 31st day of August, 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
MORTGAGE LOAN SCHEDULE
EXHIBIT TWO
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders of such Class applied
to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount
included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates allocable to
interest;
(iii) if the distribution to the Holders of such Class of Certificates is less than the
full amount that would be distributable to such Holders if there were sufficient
funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving
effect to the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of Certificates 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 Subordinate Principal Distribution Amount and Prepayment Distribution Percentage,
if applicable;
(viii) on the basis of the most recent reports furnished to it by Sub-Servicers, (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) the number, aggregate principal balance and book value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class
of Certificates, after giving effect to the distribution made on such Distribution
Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of
business on such Distribution Date and a description of any change in the calculation
of such amounts;
(xii) the Notional Amount with respect to the Class X Certificates;
(xiii) the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage applicable to such distribution;
(xv) the Senior Percentage and Subordinate Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such Distribution Date;
(xvii) the aggregate amount of Net Deferred Interest for such Distribution Date;
(xviii) 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;
(xix) the weighted average remaining term to maturity of the Mortgage Loans after giving
effect to the amounts distributed on such Distribution Date; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xxi) with respect to the initial Distribution Date only, the amount withdrawn from the
Carryover Shortfall Reserve Fund.
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 THREE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF AUGUST 1, 2004
