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RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF DECEMBER 1, 2004,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 2004
Mortgage Pass-Through Certificates
Series 2004-S9
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01
Definitions...............................................................8
Section 1.02 Use of Words and
Phrases.................................................32
Section 1.03 Determination of
LIBOR...................................................32
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.............................................34
Section 2.02 Acceptance by
Trustee....................................................34
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the Company. 34
Section 2.04 Representations and Warranties of
Sellers................................37
Section 2.05 Execution and Authentication of
Certificates.............................39
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate
Account......................................................41
Section 4.02
Distributions............................................................41
Section 4.03 Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting 51
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(See Section 4.04 of the Standard
Terms).................................51
Section 4.05 Allocation of Realized
Losses............................................51
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property............54
Section 4.07 Optional Purchase of Defaulted Mortgage
Loans............................54
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V 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
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....................................................................59
Section 9.02 Additional Termination
Requirements......................................60
Section 9.03 Termination of Multiple
REMICs...........................................60
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC
Administration.....................................................61
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification.........61
Section 10.03 Designation of
REMIC(s)..................................................61
Section 10.04 Distributions on the Uncertificated Regular
Interests....................62
Section 10.05 Distributions on the Uncertificated Class A-V
REMIC Regular Interests....63
Section 10.06 Compliance with Withholding
Requirements.................................64
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment................................................................65
Section 11.02 Recordation of
Agreement.................................................65
Section 11.03 Limitation on Rights of
Certificateholders...............................65
Section 11.04 Governing
Laws...........................................................65
Section 11.05
Notices..................................................................65
Section 11.06 Required Notices to Rating Agency and
Subservicer........................66
Section 11.07 Severability of Provisions. (See Section 11.07 of
the Standard Terms)....66
Section 11.08 Supplemental Provisions for Resecuritization
............................66
Section 11.09 Allocation of Voting
Rights..............................................66
EXHIBITS
Exhibit One: Mortgage Loan Schedule for Loan Group I
Exhibit Two: Mortgage Loan Schedule for Loan Group II
Exhibit Three: Schedule of Discount Fractions
Exhibit Four: Information to be Included in
Monthly Distribution Date Statement
Exhibit Five: Standard Terms of Pooling and Servicing
Agreement dated as of December 1, 2004
</TABLE>
<PAGE>
This is a Series Supplement, dated as of December 1, 2004 (the
"Series
Supplement"), to the Terms of Pooling and Servicing Agreement,
dated as of
December 1, 2004 and attached as Exhibit Five hereto (the
"Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing
Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the
company (together with its permitted successors and assigns, the
"Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with its permitted
successors and assigns, the "Master Servicer"), and U.S. BANK
NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors
and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through
Certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes,
which in the aggregate will evidence the entire beneficial
ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will
make an
election to treat the entire segregated pool of assets described
in the
definition of REMIC I (as defined herein), and subject to this
Agreement
(including the Group I Loans but excluding the Initial Monthly
Payment Fund), as
a real estate mortgage investment conduit (a "REMIC") for
federal income tax
purposes and such segregated pool of assets will be designated
as "REMIC I." The
REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class
R-I Certificates will be the sole class of "residual interests"
in REMIC I for
purposes of the REMIC Provisions (as defined herein). As
provided herein, the
REMIC Administrator will make an election to treat the entire
segregated pool of
assets described in the definition of REMIC II (as defined
herein), and subject
to this Agreement (including the Group II Loans but excluding
the Initial
Monthly Payment Fund), as a real estate mortgage investment
conduit (a "REMIC")
for federal income tax purposes and such segregated pool of
assets will be
designated as "REMIC II." The REMIC II Regular Interests will be
"regular
interests" in REMIC II and the Class R-II Certificates will be
the sole class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions). A
segregated pool of assets consisting of the REMIC I Regular
Interests and the
REMIC II Regular Interests will be designated as "REMIC III" and
the REMIC
Administrator will make a separate REMIC election with respect
thereto. The
REMIC III Regular Interests will be "regular interests" in REMIC
III and the
Class R-III Certificates will be the sole class of "residual
interests" in REMIC
III for purposes of the REMIC Provisions. A segregated pool of
assets consisting
of the Uncertificated REMIC III Regular Interests will be
designated as "REMIC
IV" and the REMIC Administrator will make a separate REMIC
election with respect
thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates,
Class I-A-3
Certificates, Class I-A-4 Certificates, Class I-A-5
Certificates, Class I-A-6
Certificates, Class I-A-7 Certificates, Class I-A-8
Certificates, Class I-A-9
Certificates, Class I-A-10 Certificates, Class I-A-11
Certificates, Class I-A-12
Certificates, Class I-A-13 Certificates, Class I-A-14
Certificates, Class I-A-15
Certificates, Class I-A-16 Certificates, Class I-A-17
Certificates, Class I-A-18
Certificates, Class I-A-19 Certificates, Class I-A-20
Certificates, Class I-A-21
Certificates, Class I-A-22 Certificates, Class I-A-23
Certificates, Class I-A-24
Certificates, Class I-A-25 Certificates, Class I-A-26
Certificates, Class I-A-27
Certificates, Class I-A-P Certificates, Class II-A-1
Certificates, Class II-A-P
Certificates, Class I-M-1 Certificates, Class I-M-2
Certificates, Class I-M-3
Certificates, Class II-M-1 Certificates, Class II-M-2
Certificates, Class II-M-3
Certificates, Class I-B-1 Certificates, Class I-B-2
Certificates, Class I-B-3
Certificates, Class II-B-1 Certificates, Class II-B-2
Certificates, Class II-B-3
1
<PAGE>
Certificates and the Uncertificated Class A-V REMIC Regular
Interests will be
"regular interests" in REMIC IV and the Class R-IV Certificates
will be the sole
class of "residual interests" therein for purposes of the REMIC
Provisions. The
Class I-A-V and Class II-A-V Certificates or any Subclass
thereof issued
pursuant to Section 5.01(c) will represent the entire beneficial
ownership
interest in the Uncertificated Class A-V REMIC Regular Interests
represented by
such Class or Subclass as of the day immediately preceding such
Distribution
Date (or, with respect to the initial Distribution Date, at the
close of
business on the Cut-off Date).
The terms and provisions of the Standard Terms are hereby
incorporated
by reference herein as though set forth in full herein. If any
term or provision
contained herein shall conflict with or be inconsistent with any
provision
contained in the Standard Terms, the terms and provisions of
this Series
Supplement shall govern. Any cross-reference to a section of the
Pooling and
Servicing Agreement, to the extent the terms of the Standard
Terms and Series
Supplement conflict with respect to that section, shall be a
cross-reference to
the related section of the Series Supplement. All capitalized
terms not
otherwise defined herein shall have the meanings set forth in
the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of
the date of the
Series Supplement.
The following table irrevocably sets forth the designation,
the
Uncertificated REMIC I Pass-Through Rate, the initial
Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be
certificated.
<TABLE>
<CAPTION>
Uncertificated
REMIC I Initial Uncertificated
Pass-Through ---------------------- Latest
Designation Rate Principal Balance Possible Maturity(1)
<S> <C> <C> <C> <C>
REMIC I Regular Interest A 5.50% $ 514,485,801.23 December 25,
2034
REMIC I Regular Interest
I-A-P 0.00% $ 4,367,860.36 December 25, 2034
REMIC I I-A-V Regular
Interests (2) $ (3) December 25, 2034
___________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity date
for the
Group I Loan with the latest maturity date has been designated
as the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in accordance with the definition of
"Uncertificated REMIC I
Pass-Through Rate" herein.
(3) The REMIC I I-A-V Regular Interests have no Uncertificated
Principal
Balance.
The following table irrevocably sets forth the designation,
the
Uncertificated REMIC II 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 REMIC
II Regular Interests. None of the REMIC II Regular Interests
will be
certificated.
Uncertificated
REMIC II Initial Uncertificated
Pass-Through ---------------------- Latest
Designation Rate Principal Balance Possible Maturity(1)
REMIC II Regular Interest B 4.75% $126,771,879.08 December 25,
2019
REMIC II Regular Interest
II-A-P 0.00% $ 228,090.48 December 25, 2019
REMIC II II-A-V Regular
Interests (2) $ (3) December 25, 2019
</TABLE>
2
<PAGE>
___________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity date
for the
Group II Loan with the latest maturity date has been designated
as the
"latest possible maturity date" for each REMIC II Regular
Interest.
(2) Calculated in accordance with the definition of
"Uncertificated REMIC II
Pass-Through Rate" herein.
(3) The REMIC II II-A-V Regular Interests have no Uncertificated
Principal
Balance.
The following table irrevocably sets forth the designation,
the
Uncertificated REMIC III 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 REMIC
III Regular Interests. None of the REMIC III Regular Interests
will be
certificated.
<TABLE>
<CAPTION>
Uncertificated Initial
REMIC III Uncertificated
Pass-Through --------------------- Latest
Designation Rate Principal Balance Possible Maturity(1)
<S> <C> <C> <C> <C> <C>
<C>
REMIC III Regular
Interest I-A-1 5.00% $ 142,800,000.00 December 25, 2034
REMIC III Regular
Interest I-A-3 7.50% $ 35,700,000.00 December 25, 2034
REMIC III Regular
Interest I-A-4 5.25% $ 45,003,000.00 December 25, 2034
REMIC III Regular
Interest I-A-5 5.75% $ 45,003,000.00 December 25, 2034
REMIC III Regular
Interest I-A-6 5.50% $ 90,008,000.00 December 25, 2034
REMIC III Regular
Interest I-A-7 5.50% $ 21,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-8 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-9 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-10 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-11 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-12 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-13 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-14 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-15 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-16 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-17 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-18 5.50% $ 1,500,000.00 December 25, 2034
3
<PAGE>
REMIC III Regular
Interest I-A-19 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-20 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-21 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-22 5.50% $ 1,500,000.00 December 25, 2034
REMIC III Regular
Interest I-A-23 5.50% $ 31,000,000.00 December 25, 2034
REMIC III Regular
Interest I-A-24 5.50% $ 15,000,000.00 December 25, 2034
REMIC III Regular
Interest I-A-25 5.50% $ 32,000,000.00 December 25, 2034
REMIC III Regular
Interest I-A-26 5.50% $ 1,000,000.00 December 25, 2034
REMIC III Regular
Interest I-A-27 5.50% $ 20,000,000.00 December 25, 2034
REMIC III Regular
Interest II-A-1 4.75% $ 124,930,000.00 December 25, 2019
REMIC III Regular
Interest I-A-P 0.00% $ 4,367,860.36 December 25, 2034
REMIC III I-A-V Regular
Interests Variable (2) $ (4) December 25, 2034
REMIC III Regular
Interest II-A-P 0.00% $ 228,090.48 December 25, 2019
REMIC III II-A-V Regular
Interests Variable (3) $ (4) December 25, 2019
REMIC III Regular
Interest R-IV 5.50% $ 100.00 December 25, 2034
REMIC III Regular
Interest I-M-1 5.50% $ 6,226,400.00 December 25, 2034
REMIC III Regular
Interest I-M-2 5.50% $ 2,594,300.00 December 25, 2034
REMIC III Regular
Interest I-M-3 5.50% $ 1,556,600.00 December 25, 2034
REMIC III Regular
Interest II-M-1 4.75% $ 1,016,300.00 December 25, 2019
REMIC III Regular
Interest II-M-2 4.75% $ 254,000.00 December 25, 2019
REMIC III Regular
Interest II-M-3 4.75% $ 190,500.00 December 25, 2019
REMIC III Regular
Interest I-B-1 5.50% $ 1,037,700.00 December 25, 2034
REMIC III Regular
Interest I-B-2 5.50% $ 1,037,700.00 December 25, 2034
REMIC III Regular
Interest I-B-3 5.50% $ 518,901.23 December 25, 2034
REMIC III Regular
Interest II-B-1 4.75% $ 127,000.00 December 25, 2019
REMIC III Regular
Interest II-B-2 4.75% $ 127,000.00 December 25, 2019
REMIC III Regular
Interest II-B-3 4.75% $ 127,079.08 December 25, 2019
</TABLE>
4
<PAGE>
___________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity date
for the
related Mortgage Loan with the latest maturity date has been
designated
as the "latest possible maturity date" for each REMIC III
Regular
Interest.
(2) Each REMIC III I-A-V Regular Interest is entitled to 100% of
the
interest paid on the related REMIC I I-A-V Regular Interest.
(3) Each REMIC III II-A-V Regular Interest is entitled to 100%
of the
interest paid on the related REMIC II II-A-V Regular
Interest.
(4) The REMIC III I-A-V Regular Interests and the REMIC III
II-A-V Regular
Interests have no Uncertificated Principal Balance.
The following table sets forth the designation, type,
Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date,
initial ratings
and certain features for each Class of Certificates comprising
the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
CERTIFICATE MATURITY S&P/FITCH/
PASS-THROUGH PRINCIPAL ---------------- --------------
MINIMUM
DESIGNATION RATE BALANCE FEATURES(1) DATE MOODY'S
DENOMINATIONS(2)
<S> <C> <C> <C> <C> <C>
<C>
Class I-A-1 5.00% $142,800,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class I-A-2 Adjustable $ 0.00 Senior/Inverse December 25, 2034
AAA/AAA/NA $2,000,000
Rate Floater/Interest
Only/ Adjustable Rate
Class I-A-3 Adjustable
$35,700,000.00Senior/Floater/AdjustaDecember 25, 2034 AAA/AAA/NA
$25,000
Rate Rate
Class I-A-4 5.25% $45,003,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class I-A-5 5.75% $45,003,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class I-A-6 5.50% $90,008,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class I-A-7 5.50% $21,500,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class I-A-8 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-9 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-10 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-11 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25 2034 AAA/AAA/NA $1,000
Rate
Class I-A-12 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-13 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-14 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-15 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-16 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-17 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-18 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-19 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-20 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-21 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-22 5.50% $ 1,500,000.00 Senior/Retail/Fixed December
25, 2034 AAA/AAA/NA $1,000
Rate
Class I-A-23 5.50% $31,000,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
5
<PAGE>
Class I-A-24 5.50% $15,000,000.00Senior/Lockout/Fixed December
25, 2034 AAA/AAA/NA $25,000
Rate
Class I-A-25 5.50% $32,000,000.00 Super December 25, 2034
AAA/AAA/NA $25,000
Senior/Lockout/Fixed
Rate
Class I-A-26 5.50% $ 1,000,000.00 Senior December 25, 2034
AAA/AAA/NA $25,000
Support/Lockout/Fixed
Rate
Class I-A-27 5.50% $20,000,000.00 Senior/Fixed Rate December 25,
2034 AAA/AAA/NA $25,000
Class II-A-1 4.75% $124,930,000.00 Senior/Fixed Rate December
25, 2019 NA/AAA/Aaa $25,000
Class I-A-P 0.00% $ 4,367,860.36Senior/Principal Only December
25, 2034 AAA/AAA/NA $25,000
Class I-A-V Variable Rate $ 0.00 Senior/Interest December 25,
2034 AAA/AAA/NA $2,000,000
Only/Variable Rate
Class II-A-P 0.00% $ 228,090.4Senior/Principal Only December 25,
2019 NA/AAA/Aaa $25,000
Class II-A-V Variable Rate $ $0.00 Senior/Interest December 25,
2019 NA/AAA/Aaa $2,000,000
Only/Variable Rate
Class R-I 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034
AAA/AAA/NA 20%
Rate
Class R-II 4.75% $ 100.0Senior/Residual/Fixed December 25, 2019
NA/AAA/Aaa 20%
Rate
Class R-III 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034
AAA/AAA/NA 20%
Rate
Class R-IV 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034
AAA/AAA/NA 20%
Rate
Class I-M-1 5.50% $ 6,226,400.00Mezzanine/Fixed Rate December
25, 2034 AA/NA/NA $25,000
Class I-M-2 5.50% $ 2,594,300.00Mezzanine/Fixed Rate December
25, 2034 A/NA/NA $250,000
Class I-M-3 5.50% $ 1,556,600.00Mezzanine/Fixed Rate December
25, 2034 BBB/NA/NA $250,000
Class II-M-1 4.75% $ 1,016,300.00Mezzanine/Fixed Rate December
25, 2019 NA/AA/NA $25,000
Class II-M-2 4.75% $ 254,000.00Mezzanine/Fixed Rate December 25,
2019 NA/A/NA $250,000
Class II-M-3 4.75% $ 190,500.00Mezzanine/Fixed Rate December 25,
2019 NA/BBB/NA $190,500
Class I-B-1 5.50% $ 1,037,700.00 Subordinate/Fixed December 25,
2034 BB/NA/NA $250,000
Rate
Class I-B-2 5.50% $ 1,037,700.00 Subordinate/Fixed December 25,
2034 B/NA/NA $250,000
Rate
Class I-B-3 5.50% $ 518,901.23 Subordinate/Fixed December 25,
2034 NA/NA/NA $250,000
Rate
Class II-B-1 4.75% $ 127,000.00 Subordinate/Fixed December 25,
2019 NA/BB/NA $127,000
Rate
Class II-B-2 4.75% $ 127,000.00 Subordinate/Fixed December 25,
2019 NA/B/NA $127,000
Rate
Class II-B-3 4.75% $ 127,079.08 Subordinate/Fixed December 25,
2019 NA/NA/NA $127,079
Rate
</TABLE>
______________________
1 The Class I-A-1, Class I-A-2 , Class I-A-3, Class I-A-4, Class
I-A-5, Class
I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10,
Class I-A-11, Class
I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17,
Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21, Class
I-A-22, Class
I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class I-A-27,
Class II-A-1,
Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V and Class M
Certificates
shall be Book-Entry Certificates. The Class R and Class B
Certificates shall be
delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R
Certificates, shall be
issuable in minimum dollar denominations as indicated above (by
Certificate
Principal Balance or Notional Amount, as applicable) and
integral multiples of
$1 (or $1,000 in the case of the Class I-A-8, Class I-A-9, Class
I-A-10, Class
I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15,
Class I-A-16,
Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class
I-A-21, Class
I-A-22, Class A-P, Class B-1, Class B-2 and Class B-3
Certificates) in excess
thereof, except that one Certificate of any of the Class A-P and
Class I-B
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 and only one of each of the
Class II-M-3
Certificates and Class II-B Certificates will be issued, in a
denomination equal
to the entire Certificate Principal Balance of the related
Class. The Class R
Certificates and Class A-V Certificates shall be issuable in
minimum
denominations of not less than a 20% Percentage Interest;
provided, however,
that one Class R-I, Class R-II, Class R-III and Class R-IV
Certificate will be
issuable to Residential Funding as "tax matters person" pursuant
to Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of
not less than 0.01%.
6
<PAGE>
3 The Class I-A-2 Certificates shall be issuable in a Notional
Amount of
$2,000,000.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $645,853,831.15.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
7
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and
phrases, unless
the context otherwise requires, shall have the meanings
specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date, as
to any Class or Subclass of Certificates (other than any
Principal Only
Certificates), interest accrued during the related Interest
Accrual Period at
the related Pass-Through Rate on the Certificate Principal
Balance or Notional
Amount thereof immediately prior to such Distribution Date.
Accrued Certificate
Interest will be calculated on the basis of a 360-day year,
consisting of twelve
30-day months. In each case Accrued Certificate Interest on any
Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on the Mortgage Loans in
the
related Loan Group (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided
in
Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized Losses on the Mortgage Loans in the
related
Loan Group (including Excess Special Hazard Losses, Excess
Fraud
Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not
allocated solely to one or more specific Classes of
Certificates
pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously
made
with respect to a Mortgage Loan or REO Property on the
Mortgage
Loans in the related Loan Group, which remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses or Extraordinary Losses, and
(iv) any other interest shortfalls 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 Relief Act,
with the related Senior Percentage of such reductions allocated
among the
related Senior Certificates in proportion to the amounts of
Accrued Certificate
Interest payable from the related Loan Group on such
Distribution Date absent
such reductions, with the remainder of such reductions allocated
among the
holders of the Class M Certificates and Class B 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
8
<PAGE>
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.
Adjustable Rate Certificates: Any one of the Class I-A-2
Certificates
and Class I-A-3 Certificates.
Available Distribution Amount: As to any Distribution Date and
each Loan
Group, an amount equal to (a) the sum of (i) the amount relating
to the related
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 and any
amount deposited in the Custodial Account pursuant to Section
9.01, (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)
and (vi) any
Diverted Amount allocated to such Loan Group from the
non-related Loan Group
pursuant to Section 4.05, reduced by (b) the sum as of the close
of business on
the immediately preceding Determination Date of (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) and (c) any Diverted
Amount diverted to
the non-related Loan Group in accordance with Section 4.05. Such
amount shall be
determined separately for each Loan Group. Additionally, if on
any Distribution
Date Compensating Interest provided pursuant to Section 3.16(e)
is less than
Prepayment Interest Shortfalls incurred on the related Mortgage
Loans in
connection with Principal Prepayments in Full received during
the related
Prepayment Period and Curtailments made in the prior calendar
month, such
Compensating Interest shall be allocated on such Distribution
Date to the
Available Distribution Amount for each Loan Group on a pro rata
basis in
accordance with the respective amounts of such Prepayment
Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of
such
Distribution Date.
Bankruptcy Amount: As to Loan Group I and 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) $111,441 over (B) the
aggregate amount of
Bankruptcy Losses allocated solely to one or more specific
Classes of related
Certificates in accordance with Section 4.05 of this Series
Supplement plus any
Excess Bankruptcy Losses on the non-related Mortgage Loans
allocated to the
related group as set forth in Section 4.05. As of any date of
determination on
or after the first anniversary of the Cut-off Date, an amount
equal to the
excess, if any, of
(1) the lesser of (a) the related Bankruptcy Amount calculated
as of
the close of business on the Business Day immediately
preceding
the most recent anniversary of the Cut-off Date coinciding
with
or preceding such date of determination (or, if such date of
determination is an anniversary of the Cut-off Date, the
Business
Day immediately preceding such date of determination) (for
purposes of this definition, the "Relevant Anniversary") and
(b)
the greater of
9
<PAGE>
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all
the Mortgage Loans in Loan Group I as of the Relevant
Anniversary (other
than Additional Collateral Loans, if any) having a Loan-to-Value
Ratio
at origination which exceeds 75% and (ii) $111,411; and
(B) the greater of (i) the product of (x) an amount equal to the
largest
difference in the related Monthly Payment for any Non-Primary
Residence
Loan remaining in Loan Group I (other than Additional Collateral
Loans,
if any) which had an original Loan-to-Value Ratio of 80% or
greater that
would result if the Net Mortgage Rate thereof was equal to the
weighted
average (based on the principal balance of the Mortgage Loans in
Loan
Group I as of the Relevant Anniversary) of the Net Mortgage
Rates of all
Mortgage Loans in Loan Group I as of the Relevant Anniversary
less 1.25%
per annum, (y) a number equal to the weighted average remaining
term to
maturity, in months, of all Non-Primary Residence Loans
remaining in
Loan Group I as of the Relevant Anniversary, and (z) one plus
the
quotient of the number of all Non-Primary Residence Loans
remaining in
Loan Group I divided by the total number of Outstanding Mortgage
Loans
in Loan Group I as of the Relevant Anniversary, and (ii)
$50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely
to one or
more specific Classes of related Certificates in accordance with
Section
4.05 since the Relevant Anniversary plus any Excess Bankruptcy
Losses on
the non-related Mortgage Loans allocated to the related group as
set
forth in Section 4.05.
As to Loan Group II and 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) $100,000 over (B) the aggregate amount of Bankruptcy Losses
allocated solely
to one or more specific Classes of related Certificates in
accordance with
Section 4.05 of this Series Supplement plus any Excess
Bankruptcy Losses on the
non-related Mortgage Loans allocated to the related group as set
forth in
Section 4.05. As of any date of determination on or after the
first anniversary
of the Cut-off Date, an amount equal to the excess, if any,
of
(1) the lesser of (a) the related Bankruptcy Amount calculated
as of
the close of business on the Business Day immediately
preceding
the most recent anniversary of the Cut-off Date coinciding
with
or preceding such date of determination (or, if such date of
determination is an anniversary of the Cut-off Date, the
Business
Day immediately preceding such date of determination) (for
purposes of this definition, the "Relevant Anniversary") and
(b)
the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all
the Mortgage Loans in Loan Group II as of the Relevant
Anniversary
(other than Additional Collateral Loans, if any) having a
Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000;
and
(B) the greater of (i) the product of (x) an amount equal to the
largest
difference in the related Monthly Payment for any Non-Primary
Residence
Loan remaining in Loan Group II (other than Additional
Collateral Loans,
if any) which had an original Loan-to-Value Ratio of 80% or
greater that
would result if the Net Mortgage Rate thereof was equal to the
weighted
average (based on the principal balance of the Mortgage Loans in
Loan
Group II as of the Relevant Anniversary) of the Net Mortgage
Rates of
all Mortgage Loans in Loan Group II as of the Relevant
Anniversary less
10
<PAGE>
1.25% per annum, (y) a number equal to the weighted average
remaining
term to maturity, in months, of all Non-Primary Residence
Loans
remaining in Loan Group II as of the Relevant Anniversary, and
(z) one
plus the quotient of the number of all Non-Primary Residence
Loans
remaining in Loan Group II divided by the total number of
Outstanding
Mortgage Loans in the Loan Group II as of the Relevant
Anniversary, and
(ii) $50,000, over (2) the aggregate amount of Bankruptcy
Losses
allocated solely to one or more specific Classes of related
Certificates
in accordance with Section 4.05 since the Relevant Anniversary
plus any
Excess Bankruptcy Losses on the non-related Mortgage Loans
allocated to
the related group as set forth in Section 4.05.
Each Bankruptcy Amount may be further reduced by the Master
Servicer
(including accelerating the manner in which such coverage is
reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such reduction shall
not reduce the
rating assigned to any Class of Certificates by such Rating
Agency below the
lower of the then-current rating or the rating assigned to such
Certificates as
of the Closing Date by such Rating Agency and (ii) provide a
copy of such
written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R
Certificate.
Certificate Account: The separate account or accounts created
and
maintained pursuant to Section 4.01 of the Standard Terms, which
shall be
entitled "U.S. Bank National Association, as trustee, in trust
for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage
Pass-Through Certificates, Series 2004-S9" and which must be an
Eligible
Account.
Certificate Principal Balance: With respect to each Certificate
(other
than any Interest Only Certificate), on any date of
determination, an amount
equal to:
(i) the Initial Certificate Principal Balance of such
Certificate as
specified on the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate
Principal
Balance of such Certificate pursuant to Section 4.02, minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any
predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate
of all reductions in Certificate Principal Balance deemed to
have
occurred in connection with Realized Losses which were
previously
allocated to such Certificate (or any predecessor
Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of
related
Subordinate Certificates with the Lowest Priority at any given
time shall be
further reduced by an amount equal to the Percentage Interest
evidenced by such
Certificate multiplied by the excess, if any, of (A) the then
aggregate
Certificate Principal Balance of all Classes of related
Certificates then
11
<PAGE>
outstanding over (B) the then aggregate Stated Principal Balance
of the Mortgage
Loans in the related Loan Group; provided, however, the
Certificate Principal
Balance of the Class of related Subordinate Certificates with
the Lowest
Priority shall not be reduced to the extent of the amount of any
Excess Special
Hazard Losses or Excess Fraud Losses to be covered by Diverted
Amounts from the
non-related Loan Group pursuant to Section 4.05.
Class A Certificate: Any one of the Group I Senior Certificates
or the
Group II Senior Certificates (other than the Class R
Certificates), executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A.
Class A-V Certificate: Any one of the Class I-A-V Certificates
or Class
II-A-V Certificates.
Class A-P Certificate: Any one of the Class I-A-P Certificates
or Class
II-A-P Certificates.
Class B Certificate: Any one of the Class I-B Certificates or
Class II-B
Certificates, executed by the Trustee and authenticated by the
Certificate
Registrar substantially in the form annexed to the Standard
Terms as Exhibit C.
Class B-1 Certificate: Any one of the Class I-B-1 Certificates
or Class
II-B-1 Certificates.
Class B-2 Certificate: Any one of the Class I-B-2 Certificates
or Class
II-B-2 Certificates.
Class B-3 Certificate: Any one of the Class I-B-3 Certificates
or Class
II-B-3 Certificates.
Class I-B Certificate: Any one of the Class I-B-1, Class I-B-2
or Class
I-B-3 Certificates.
Class I-M Certificate: Any one of the Class I-M-1, Class I-M-2
or Class
I-M-3 Certificates.
Class II-B Certificate: Any one of the Class II-B-1, Class
II-B-2 or
Class II-B-3 Certificates.
Class II-M Certificate: Any one of the Class II-M-1, Class
II-M-2 or
Class II-M-3 Certificates.
Class M Certificate: Any one of the Class I-M Certificates or
Class II-M
Certificates, executed by the Trustee and authenticated by the
Certificate
Registrar substantially in the form annexed to the Standard
Terms as Exhibit B.
Class M-1 Certificate: Any one of the Class I-M-1 Certificates
or Class
II-M-1 Certificates.
Class M-2 Certificate: Any one of the Class I-M-2 Certificates
or Class
II-M-2 Certificates.
12
<PAGE>
Class M-3 Certificate: Any one of the Class I-M-3 Certificates
or Class
II-M-3 Certificates.
Class R Certificate: Any one of the Class R-I, Class R-II, Class
R-III
and Class R-IV 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 each
REMIC for purposes of the REMIC Provisions.
Closing Date: December 30, 2004.
Corporate Trust Office: The principal office of the Trustee at
which at
any particular time its corporate trust business with respect to
this Agreement
shall be administered, which office at the date of the execution
of this
Agreement is located at U.S. Bank National Association, 60
Livingston Avenue,
St. Paul, Minnesota 55107. Attention: Residential Funding
Corporation Series
2004-S9.
Corresponding Certificated Interests: With respect to each REMIC
III
Regular Interest, the Class with the same designation.
Credit Support Depletion Date: With respect to each Loan Group,
the
first Distribution Date on which the Certificate Principal
Balances of the
related Subordinate Certificates have been reduced to zero.
Cut-off Date: December 1, 2004.
Determination Date: With respect to any Distribution Date, the
second
Business Day prior to such Distribution Date.
Discount Net Mortgage Rate: With respect to Loan Group I, 5.50%
per
annum. With respect to Loan Group II, 4.75% per annum.
Diverted Amount: For either Loan Group, on any Distribution Date
on
which Excess Special Hazard Losses or Excess Fraud Losses from
the other Loan
Group are allocated to the Certificates of the related Loan
Group pursuant to
Section 4.05, or on any subsequent Distribution Date occurring
before such
losses are fully covered by a Diverted Amount, an amount equal
to the lesser of
(a) the aggregate amount of all Excess Special Hazard Losses or
Excess Fraud
Losses from the other Loan Group which occurred prior to the
related
Distribution Date, minus the aggregate amount of Diverted
Amounts previously
distributed to the Certificates related to the other Loan Group
in respect of
such losses, and (b) the Principal Prepayments and the principal
portion of the
Monthly Payments otherwise payable to the Class B Certificates
of the related
Loan Group; provided, however, that the sum of the aggregate of
the Diverted
Amounts on such Distribution Date and all prior Distribution
Dates corresponding
to Excess Special Hazard Losses or Excess Fraud Losses,
respectively, for the
other Loan Group and the aggregate Special Hazard Losses or
Fraud Losses,
respectively, for the related Loan Group, may not exceed the
Special Hazard
Amount or Fraud Loss Amount, respectively, for the related Loan
Group.
13
<PAGE>
Due Period: With respect to each Distribution Date and any
Mortgage
Loan, the calendar month of such Distribution Date.
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 lower of
the then-current rating or the rating assigned to such
Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any,
of the
related Available Distribution Amount remaining after reduction
by the sum of
(i) the aggregate amount of Accrued Certificate Interest on the
related Senior
Certificates, (ii) the related Senior Principal Distribution
Amounts (determined
without regard to Section 4.02(a)(ii)(Y)(D) of this Series
Supplement), (iii)
the related Class A-P Principal Distribution Amount (determined
without regard
to Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the
aggregate
amount of Accrued Certificate Interest on the related Class M,
Class B-1 and
Class B-2 Certificates to the extent such Accrued Certificate
Interest is
derived from a Loan Group.
Excess Subordinate Principal Amount: With respect to any
Distribution
Date on which the aggregate Certificate Principal Balance of the
Class of
Subordinate Certificates related to a Loan Group then
outstanding with the
Lowest Priority is to be reduced to zero and on which Realized
Losses are to be
allocated to such class or classes, the excess, if any, of (i)
the amount that
would otherwise be distributable in respect of principal on such
class or
classes of Certificates on such Distribution Date over (ii) the
excess, if any,
of the aggregate Certificate Principal Balance of such class or
classes of
Certificates immediately prior to such Distribution Date over
the aggregate
amount of Realized Losses to be allocated to such classes of
Certificates on
such Distribution Date as reduced by any amount calculated
pursuant to Section
4.02(b)(i)(E). The Excess Subordinate Principal Amount will be
allocated between
the Group I Senior Certificates (other than the Class I-A-P
Certificates), Class
I-M Certificates and Class I-B Certificates, and the Group II
Senior
Certificates (other than the Class II-A-P Certificates), Class
II-M Certificates
and Class II-B Certificates, in accordance with the amount of
Realized Losses in
the related Loan Group and allocated to the related Certificates
on such
Distribution Date.
Fraud Loss Amount: The Group I Fraud Loss Amount or Group II
Fraud Loss
Amount.
14
<PAGE>
Group I Fraud Loss Amount: As of any date of determination after
the
Cut-off Date, an amount equal to: (X) prior to the third
anniversary of the
Cut-off Date, an amount equal to 1.0% of the aggregate
outstanding principal
balance of all of the Group I Loans as of the Cut-off Date minus
the aggregate
amount of Fraud Losses allocated solely to one or more specific
Classes of
related Certificates in accordance with Section 4.05 of this
Series Supplement
since the Cut-off Date up to such date of determination plus any
Excess Fraud
Losses on the non-related Mortgage Loans allocated to the
related group as set
forth in Section 4.05 and (Y) from the third to the fifth
anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Group
I Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and
(b) 0.50% of
the aggregate outstanding principal balance of all of the Group
I 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 related
Certificates in accordance with Section 4.05 of this Series
Supplement since the
most recent anniversary of the Cut-off Date up to such date of
determination
plus any Excess Fraud Losses on the non-related Mortgage Loans
allocated to the
related group as set forth in Section 4.05. On and after the
fifth anniversary
of the Cut-off Date, the Group I Fraud Loss Amount shall be
zero.
The Group I 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
(without giving effect to the Certificate Policy in the case of
the Insured
Certificates) below the lower of the then-current rating or the
rating assigned
to such Certificates as of the Closing Date by such Rating
Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated in Exhibit One.
Group I Senior Accelerated Distribution Percentage: With respect
to any
Distribution Date occurring on or prior to the 60th Distribution
Date, 100%.
With respect to any Distribution Date thereafter and Loan Group
I, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on
or prior to the 72nd Distribution Date, the Group I Senior
Percentage for such Distribution Date plus 70% of the
related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on
or prior to the 84th Distribution Date, the Group I Senior
Percentage for such Distribution Date plus 60% of the
related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on
or prior to the 96th Distribution Date, the Group I Senior
Percentage for such Distribution Date plus 40% of the
related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on
or prior to the 108th Distribution Date, the Group I Senior
Percentage for such Distribution Date plus 20% of the
related
Subordinate Percentage for such Distribution Date; and
15
<PAGE>
(v) for any Distribution Date thereafter, the Group I Senior
Percentage for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Group I Senior
Accelerated
Distribution Percentage described above shall not occur as of
any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Group I
Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding Certificate Principal
Balance of
the related Subordinate Certificates, is less than 50% or (Y)
the
outstanding principal balance of Group I Loans delinquent 60
days or
more averaged over the last six months, as a percentage of the
aggregate
outstanding principal balance of all Group I Loans averaged over
the
last six months, does not exceed 2% and (2) Realized Losses on
the Group
I Loans to date for such Distribution Date if occurring during
the
sixth, seventh, eighth, ninth or tenth year (or any year
thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or
50%,
respectively, of the sum of the Initial Certificate Principal
Balances
of the related Subordinate Certificates or
(b)(1) the outstanding principal balance of Group I Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding principal balance of all
Group I
Loans averaged over the last six months, does not exceed 4% and
(2)
Realized Losses on the Group I Loans to date for such
Distribution Date,
if occurring during the sixth, seventh, eighth, ninth or tenth
year (or
any year thereafter) after the Closing Date are less than 10%,
15%, 20%,
25% or 30%, respectively, of the sum of the Initial
Certificate
Principal Balances of the related Subordinate Certificates,
and
(ii) that for any Distribution Date on which the Group I
Senior
Percentage is greater than the Group I Senior Percentage as
of
the Closing Date, the Group I Senior Accelerated
Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate Principal
Balances of the Group I Senior Certificates (other than the
Class I-A-P
Certificates, if any) to zero, the Group I Senior Accelerated
Distribution
Percentage shall thereafter be 0%.
Group I Senior Certificate: Any one of the Class I-A-1, Class
I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7,
Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class
I-A-13, Class
I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19,
Class I-A-20, Class I-A-21, Class I-A-22, Class I-A-23, Class
I-A-24, Class
I-A-25, Class I-A-26, Class I-A-27, Class I-A-P, Class I-A-V,
Class R-I, Class
R-III and Class R-IV Certificates executed by the Trustee and
authenticated by
the Certificate Registrar substantially in the form annexed to
the Standard
Terms as Exhibit A (or Exhibit D in the case of the Class R-I,
Class R-III and
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<PAGE>
Class R-IV Certificates), each such Certificate (other than the
Class I-A-V,
Class R-I, Class R-III and Class R-IV Certificates) evidencing
an interest
designated as a "regular interest" in REMIC IV for purposes of
the REMIC
Provisions and representing an undivided interest in Loan Group
I.
Group I Senior Percentage: As of any Distribution Date, the
lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the
aggregate Certificate Principal Balance of the Group I Senior
Certificates
(other than the Class I-A-P Certificates) immediately prior to
such Distribution
Date and the denominator of which is the aggregate Stated
Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other
than the related
Discount Fraction of each related Discount Mortgage Loan) in
Loan Group I
immediately prior to such Distribution Date.
Group I Senior Principal Distribution Amount: As to any
Distribution
Date, the lesser of (a) the balance of the Available
Distribution Amount related
to Loan Group I remaining after the distribution therefrom of
all amounts
required to be distributed therefrom pursuant to Section
4.02(a)(i)(X) and
Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the
sum of the amounts
required to be distributed therefrom to the Group I Senior
Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y).
Group I Special Hazard Amount: As of any Distribution Date, an
amount
equal to $5,188,538 minus the sum of (i) the aggregate amount of
Special Hazard
Losses allocated solely to one or more specific Classes of
related Certificates
in accordance with Section 4.05 of this Series Supplement plus
any Excess
Special Hazard Losses on the non-related Mortgage Loans
allocated to the related
group as set forth in Section 4.05 and (ii) the Adjustment
Amount (as defined
below) as most recently calculated. For each anniversary of the
Cut-off Date,
the Adjustment Amount shall be equal to the amount, if any, by
which the amount
calculated in accordance with the preceding sentence (without
giving effect to
the deduction of the Adjustment Amount for such anniversary)
exceeds the greater
of (A) the greatest of (i) twice the outstanding principal
balance of the
Mortgage Loan in Loan Group I 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 in Loan Group I on the Distribution Date
immediately preceding
such anniversary and (iii) the aggregate outstanding principal
balance (as of
the immediately preceding Distribution Date) of the Group I
Loans in any single
five-digit California zip code area with the largest amount of
Group I Loans by
aggregate principal balance as of such anniversary and (B) the
greater of (i)
the product of 0.50% multiplied by the outstanding principal
balance of all
Mortgage Loans in Loan Group I on the Distribution Date
immediately preceding
such anniversary multiplied by a fraction, the numerator of
which is equal to
the aggregate outstanding principal balance (as of the
immediately preceding
Distribution Date) of all of the Mortgage Loans in Loan Group I
secured by
Mortgaged Properties located in the State of California divided
by the aggregate
outstanding principal balance (as of the immediately preceding
Distribution
Date) of all of the Mortgage Loans in Loan Group I, expressed as
a percentage,
and the denominator of which is equal to 47.98% (which
percentage is equal to
the percentage of Mortgage Loans in Loan Group I initially
secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate
outstanding principal balance (as of the immediately preceding
Distribution
Date) of the largest Mortgage Loan in Loan Group I secured by a
Mortgaged
Property located in the State of California.
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<PAGE>
The Group I 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
(without giving effect to the Certificate Policy in the case of
the Insured
Certificates) below the lower of the then-current rating or the
rating assigned
to such Certificates as of the Closing Date by such Rating
Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Group II Fraud Loss Amount: As of any date of determination
after the
Cut-off Date, an amount equal to: (X) prior to the third
anniversary of the
Cut-off Date, an amount equal to 1.0% of the aggregate
outstanding principal
balance of all of the Group II Loans as of the Cut-off Date
minus the aggregate
amount of Fraud Losses allocated solely to one or more specific
Classes of
related Certificates in accordance with Section 4.05 of this
Series Supplement
since the Cut-off Date up to such date of determination plus any
Excess Fraud
Losses on the non-related Mortgage Loans allocated to the
related group as set
forth in Section 4.05 and (Y) from the third to the fifth
anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Group
II Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and
(b) 0.5% of the
aggregate outstanding principal balance of all of the Group II
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
related
Certificates in accordance with Section 4.05 of this Series
Supplement since the
most recent anniversary of the Cut-off Date up to such date of
determination
plus any Excess Fraud Losses on the non-related Mortgage Loans
allocated to the
related group as set forth in Section 4.05. On and after the
fifth anniversary
of the Cut-off Date, the Group II Fraud Loss Amount shall be
zero.
The Group II Fraud Loss Amount may be further reduced by the
Master
Servicer (including accelerating the manner in which such
coverage is reduced)
provided that prior to any such reduction, the Master Servicer
shall (i) obtain
written confirmation from each Rating Agency that such reduction
shall not
reduce the rating assigned to any Class of Certificates by such
Rating Agency
below the lower of the then-current rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a
copy of such written confirmation to the Trustee.
Group II Loans: The Mortgage Loans designated in Exhibit
Two.
Group II Senior Accelerated Distribution Percentage: With
respect to any
Distribution Date occurring on or prior to the 60th Distribution
Date, 100%.
With respect to any Distribution Date thereafter and Loan Group
II, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on
or prior to the 72nd Distribution Date, the Group II Senior
Percentage for such Distribution Date plus 70% of the
related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on
or prior to the 84th Distribution Date, the Group II Senior
Percentage for such Distribution Date plus 60% of the
related
Subordinate Percentage for such Distribution Date;
18
<PAGE>
(iii) for any Distribution Date after the 84th Distribution Date
but on
or prior to the 96th Distribution Date, the Group II Senior
Percentage for such Distribution Date plus 40% of the
related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on
or prior to the 108th Distribution Date, the Group II 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 Group II
Senior
Percentage for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Group II Senior
Accelerated
Distribution Percentage described above shall not occur as of
any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Group II
Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding Certificate Principal
Balance of
the related Subordinate Certificates, is less than 50% or (Y)
the
outstanding principal balance of Group II Loans delinquent 60
days or
more averaged over the last six months, as a percentage of the
aggregate
outstanding principal balance of all Group II Loans averaged
over the
last six months, does not exceed 2% and (2) Realized Losses on
the Group
II Loans to date for such Distribution Date if occurring during
the
sixth, seventh, eighth, ninth or tenth year (or any year
thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or
50%,
respectively, of the sum of the Initial Certificate Principal
Balances
of the related Subordinate Certificates or
(b)(1) the outstanding principal balance of Group II Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding principal balance of all
Group
II Loans averaged over the last six months, does not exceed 4%
and (2)
Realized Losses on the Group II Loans to date for such
Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or
tenth
year (or any year thereafter) after the Closing Date are less
than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the
Initial
Certificate Principal Balances of the related Subordinate
Certificates,
and
(ii) that for any Distribution Date on which the Group II
Senior
Percentage is greater than the Group II Senior Percentage as
of
the Closing Date, the Group II Senior Accelerated
Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate Principal
Balances of the Group II Senior Certificates (other than the
Class II-A-P
Certificates, if any) to zero, the Group II Senior Accelerated
Distribution
Percentage shall thereafter be 0%.
19
<PAGE>
Group II Senior Certificate: Any one of the Class II-A-1, Class
II-A-P,
Class II-A-V and 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 A (or Exhibit D in the case of the
Class R-II
Certificates), each such Certificate (other than the Class
II-A-V Certificates
and Class R-II Certificates) representing an interest designated
as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions, and
representing an
undivided interest in Loan Group II.
Group II Senior Percentage: As of any Distribution Date, the
lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the
aggregate Certificate Principal Balance of the Group II Senior
Certificates
(other than the Class II-A-P Certificates) immediately prior to
such
Distribution Date and the denominator of which is the aggregate
Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
(other than the
related Discount Fraction of each related Discount Mortgage
Loan) in Loan Group
II immediately prior to such Distribution Date.
Group II Senior Principal Distribution Amount: As to any
Distribution
Date, the lesser of (a) the balance of the Available
Distribution Amount related
to Loan Group II remaining after the distribution therefrom of
all amounts
required to be distributed therefrom pursuant to Section
4.02(a)(i)(Y) and
Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the
sum of the amounts
required to be distributed therefrom to the Group II Senior
Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) and
Section
4.02(a)(xvii).
Group II Special Hazard Amount: As of any Distribution Date, an
amount
equal to $1,651,001 minus the sum of (i) the aggregate amount of
Special Hazard
Losses allocated solely to one or more specific Classes of
related Certificates
in accordance with Section 4.05 of this Series Supplement plus
any Excess
Special Hazard Losses on the non-related Mortgage Loans
allocated to the related
group as set forth in Section 4.05 and (ii) the Adjustment
Amount (as defined
below) as most recently calculated. For each anniversary of the
Cut-off Date,
the Adjustment Amount shall be equal to the amount, if any, by
which the amount
calculated in accordance with the preceding sentence (without
giving effect to
the deduction of the Adjustment Amount for such anniversary)
exceeds the greater
of (A) the greatest of (i) twice the outstanding principal
balance of the
Mortgage Loan in Loan Group II 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 in Loan Group II on the Distribution Date
immediately preceding
such anniversary and (iii) the aggregate outstanding principal
balance (as of
the immediately preceding Distribution Date) of the Group II
Loans in any single
five-digit California zip code area with the largest amount of
Group II Loans by
aggregate principal balance as of such anniversary and (B) the
greater of (i)
the product of 0.50% multiplied by the outstanding principal
balance of all
Mortgage Loans in Loan Group II on the Distribution Date
immediately preceding
such anniversary multiplied by a fraction, the numerator of
which is equal to
the aggregate outstanding principal balance (as of the
immediately preceding
Distribution Date) of all of the Mortgage Loans in Loan Group II
secured by
Mortgaged Properties located in the State of California divided
by the aggregate
outstanding principal balance (as of the immediately preceding
Distribution
Date) of all of the Mortgage Loans in Loan Group II, expressed
as a percentage,
and the denominator of which is equal to 35.00% (which
percentage is equal to
the percentage of Mortgage Loans in Loan Group II initially
secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate
20
<PAGE>
outstanding principal balance (as of the immediately preceding
Distribution
Date) of the largest Mortgage Loan in Loan Group II secured by a
Mortgaged
Property (or, with respect to a Cooperative Loan, the related
Cooperative
Apartment) located in the State of California.
The Group II 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
(without giving effect to the Certificate Policy in the case of
the Insured
Certificates) 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.
Highest Priority: As of any date of determination, the Class of
related
Subordinate Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the earliest priority for payments
pursuant to Section
4.02(a), in the following order: Class M-1, Class M-2, Class
M-3, Class B-1,
Class B-2 and Class B-3 Certificates.
Indirect Depository Participant: An institution that is not a
Depository
Participant but clears through or maintains a custodial
relationship with
Participants and has access to the Depository's clearing
system.
Initial Monthly Payment Fund: $189,945 representing scheduled
principal
amortization and interest at the Net Mortgage Rate during the
month of December
2004, for those Mortgage Loans for which the Trustee will not be
entitled to
receive such payment in accordance with the definition of "Trust
Fund". The
Initial Monthly Payment Fund will not be part of any REMIC.
Initial Notional Amount: With respect to the Class I-A-2
Certificates,
$35,700,000. For federal income tax purposes, however, the
Initial Notional
Amount of the I-A-2 Certificates is a notional amount equal to
the
Uncertificated Principal Balance of REMIC III Regular Interest
I-A-3. With
respect to any Class A-V Certificates or Subclass thereof issued
pursuant to
Section 5.01(c), the aggregate Cut-off Date Principal Balance of
the Mortgage
Loans corresponding to the Uncertificated Class A-V REMIC
Regular Interests
represented by such Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class
of
Subordinate Certificates, an amount which is equal to the
initial aggregate
Certificate Principal Balance of such Class of Subordinate
Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage
Loans in the
related Loan Group as of the Cut-off Date as follows:
Class I-M-1: 1.20% Class I-B-1: 0.20%
Class I-M-2: 0.50% Class I-B-2: 0.20%
Class I-M-3: 0.30% Class I-B-3: 0.10%
Class II-M-1: 0.80% Class II-B-1: 0.10%
Class II-M-2: 0.20% Class II-B-2: 0.10%
Class II-M-3: 0.15% Class II-B-3: 0.10%
21
<PAGE>
Interest Only Certificates: Any one of the Class I-A-2
Certificates or
Class A-V Certificates. The Interest Only Certificates will have
no Certificate
Principal Balance.
Interest Accrual Period: With respect to any Certificates (other
than
the Adjustable Rate Certificates) and any Distribution Date, the
calendar month
preceding the month in which such Distribution Date occurs. With
respect to the
Adjustable Rate Certificates, the one-month period commencing on
the 25th day of
the month preceding the month in which the Distribution Date
occurs and ending
on the 24th day of the month in which the Distribution Date
occurs.
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 Business Day: Any day other than (i) a Saturday or Sunday
or (ii)
a day on which banking institutions in London, England are
required or
authorized by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date and
the Adjustable Rate Certificates, the second LIBOR Business Day
immediately
preceding the commencement of the related Interest Accrual
Period on which banks
are open for dealing in foreign currency and exchange in London,
England.
Loan Group: Loan Group I or Loan Group II.
Loan Group I: The group of Mortgage Loans comprised of the Group
I
Loans.
Loan Group II: The group of Mortgage Loans comprised of the
Group II
Loans.
Lockout Certificates: The Class I-A-24, Class I-A-25 and Class
I-A-26
Certificates.
Lockout Percentage: For any Distribution Date occurring prior to
the
Distribution Date in January 2010, 0%. For any Distribution Date
occurring after
the first five years following the Closing Date, a percentage
determined as
follows: (i) for any Distribution Date during the sixth year
after the Closing
Date, 30%; (ii) for any Distribution Date during the seventh
year after the
Closing Date, 40%; (iii) for any Distribution Date during the
eighth year after
the Closing Date, 60%; (iv) for any Distribution Date during the
ninth year
after the Closing Date, 80%; and (v) for any Distribution Date
thereafter, 100%.
Lower Priority: As of any date of determination and any Class
of
Subordinate Certificates, any other Class of related Subordinate
Certificates
then outstanding with a Certificate Principal Balance greater
than zero, with
later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
related
Subordinate Certificates then outstanding with the latest
priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3,
Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
22
<PAGE>
Maturity Date: With respect to each Class of Group I Senior
Certificates, Class I-M Certificates and Class I-B Certificates,
December 25,
2034, the Distribution Date immediately following the latest
scheduled maturity
date of any Group I Loan. With respect to each Class of Group II
Senior
Certificates, Class II-M Certificates and Class II-B
Certificates, December 25,
2019, the Distribution Date immediately following the latest
scheduled maturity
date of any Group II Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit One (with respect to the Group I Loans) and
Exhibit Two (with
respect to the Group II Loans) (as amended from time to time to
reflect the
addition of Qualified Substitute Mortgage Loans), which list or
lists shall set
forth the following information as to each Mortgage Loan in the
related Loan
Group:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) the Pool Strip Rate ("STRIP");
(g) the initial scheduled monthly payment of principal, if any,
and
interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence;
(l) a code "N" under the column "OCCP CODE," indicating that
the
Mortgage Loan is secured by a non-owner occupied residence;
and
(m) whether such Mortgage Loan constitutes a Group I Loan or
Group II
Loan.
Such schedule may consist of multiple reports that collectively
set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to
the Class
I-A-2 Certificates, a notional amount equal to the Certificate
Principal Balance
of the Class I-A-3 Certificates. For federal income tax
purposes, however, as of
any Distribution Date, with respect to the Class I-A-2
Certificates, the
equivalent of the foregoing, expressed as a notional amount
equal to the
Uncertificated Principal Balance of REMIC III Regular Interest
I-A-3. As of any
Distribution Date, with respect to any Class A-V Certificates or
Subclass
thereof issued pursuant to Section 5.01(c), the notional amount
equal to the
aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by
such Class or
Subclass as of the day immediately preceding such Distribution
Date (or, with
respect to the initial Distribution Date, at the close of
business on the
23
<PAGE>
Cut-off Date). For federal income tax purposes, however, the
Class A-V
Certificates and any Subclass thereof will not accrue interest
on a Notional
Amount, but will be entitled to 100% of the amounts distributed
on the
Uncertificated Class A-V REMIC Regular Interests represented by
such Class or
Subclass as of the day immediately preceding such Distribution
Date (or, with
respect to the initial Distribution Date, at the close of
business on the
Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates
(other than
the Adjustable Rate Certificates, Class A-V Certificates and
Principal Only
Certificates), Class M Certificates, Class B Certificates and
Class R
Certificates and any Distribution Date, the per annum rates set
forth in the
Preliminary Statement hereto. With respect to the Class I-A-2
Certificates and
the initial Interest Accrual Period, 4.80% per annum, and as to
any Interest
Accrual Period thereafter, a per annum rate equal to 7.20% minus
LIBOR, subject
to a maximum rate of 7.20% per annum and a minimum rate of 0.00%
per annum. With
respect to the Class I-A-3 Certificates and the initial Interest
Accrual Period,
2.70% per annum, and as to any Interest Accrual Period
thereafter, a per annum
rate equal to LIBOR plus 0.30%, subject to a maximum rate of
7.50% per annum and
a minimum rate of 0.30% per annum. With respect to any Class A-V
Certificates or
any Subclass thereof issued pursuant to Section 5.01(c) and any
Distribution
Date, a rate equal to the weighted average, expressed as a
percentage, of the
Pool Strip Rates of all Mortgage Loans corresponding to the
Uncertificated Class
A-V REMIC Regular Interests represented by such Class or
Subclass as of the Due
Date in the related Due Period, weighted on the basis of the
respective Stated
Principal Balances of such Mortgage Loans as of the day
immediately preceding
such Distribution Date (or with respect to the initial
Distribution Date, at the
close of business on the Due Date in the month preceding the
month of such
Distribution Date). With respect to the Class I-A-V Certificates
and the initial
Distribution Date, the Pass-Through Rate is equal to 0.0685% per
annum. With
respect to the Class II-A-V Certificates and the initial
Distribution Date, the
Pass-Through Rate is equal to 0.2608% per annum. For federal
income tax
purposes, however, the Class A-V Certificates will not have a
pass-through rate,
but will be entitled to 100% of the amounts distributed on the
Uncertificated
Class A-V REMIC Regular Interests represented by such Class or
Subclass as of
the day immediately preceding such Distribution Date (or, with
respect to the
initial Distribution Date, at the close of business on the
Cut-off Date). The
Principal Only Certificates have no Pass-Through Rate and are
not entitled to
Accrued Certificate Interest.
Pool Strip Rate: With respect to each Group I Loan, a per annum
rate
equal to the Net Mortgage Rate of such Mortgage Loan minus
5.50%, but not less
than 0.00%, per annum. With respect to each Group II Loan, a per
annum rate
equal to the Net Mortgage Rate of such Mortgage Loan minus
4.75%, but not less
than 0.00%, per annum.
Prepayment Assumption: A prepayment assumption of 300% of the
prepayment
speed assumption, used for determining the accrual of original
issue discount
and market discount and premium on the Certificates for federal
income tax
purposes. The prepayment speed assumption assumes a constant
rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding
principal balance of
such mortgage loans in the first month of the life of the
mortgage loans,
increasing by an additional 0.2% per annum in each succeeding
month until the
thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any
Distribution
Date and each Class of Subordinate Certificates for each Loan
Group, under the
applicable circumstances set forth below, the respective
percentages set forth
below:
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<PAGE>
(i) For any Distribution Date prior to the Distribution Date
in
January 2010 (unless the Certificate Principal Balances of the
related
Senior Certificates (other than the Class A-P Certificates) have
been
reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above
does
not apply, and on which any Class of related Subordinate
Certificates is
outstanding with a Certificate Principal Balance greater than
zero:
(a) in the case of the Class of related Subordinate
Certificates then outstanding with the Highest Priority and
each
other Class of Subordinate Certificates for which the
related
Prepayment Distribution Trigger has been satisfied, a
fraction,
expressed as a percentage, the numerator of which is the
Certificate Principal Balance of such Class immediately prior
to
such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date
of
(1) the Class of related Subordinate Certificates then
outstanding with the Highest Priority and (2) all other
Classes
of related Subordinate Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of related Subordinate
Certificates for which the Prepayment Distribution Triggers
have
not been satisfied, 0%.
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 related 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
related
Maturing Class or Classes pursuant to clause (a) of this
sentence,
expressed as an aggregate percentage, shall be allocated among
the
related Non-Maturing Classes in proportion to their
respective
Recalculated Percentages (the portion of such aggregate
reduction so
allocated to any related 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 related Maturing
Class had
not been reduced to zero, plus (2) the related Adjustment
Percentage.
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Prepayment Distribution Trigger: With respect to any
Distribution Date
and any Class of Subordinate Certificates (other than the Class
M-1
Certificates), a test that shall be satisfied if the fraction
(expressed as a
percentage) equal to the sum of the Certificate Principal
Balances of such Class
and each Class of related Subordinate Certificates with a Lower
Priority than
such Class immediately prior to such Distribution Date divided
by the aggregate
Stated Principal Balance of all of the Mortgage Loans (or
related REO
Properties) in the related Loan Group immediately prior to such
Distribution
Date is greater than or equal to the sum of the related Initial
Subordinate
Class Percentages of such Classes of related Subordinate
Certificates.
Principal Only Certificates: Any one of the Class I-A-P
Certificates or
Class II-A-P Certificates.
Record Date: With respect to each Distribution Date and each
Class of
Certificates (other than the Adjustable Rate Certificates that
are Book-Entry
Certificates), the close of business on the last business day of
the month next
preceding the month in which the related Distribution Date
occurs. With respect
to each Distribution Date and the Adjustable Rate Certificates
(so long as they
are Book-Entry Certificates), the close of business on the
Business Day prior to
such Distribution Date.
Relief Act: The Servicemembers Civil Relief Act or similar
legislation
or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a
Mortgagor
that is not collectable from the Mortgagor pursuant to the
Relief Act.
REMIC I: The segregated pool of assets related to this Series,
with
respect to which a REMIC election is to be made (except as
provided below)
pursuant to this Agreement, consisting of:
(i) the Group I Loans and the related Mortgage Files and
collateral
securing such Group I Loans,
(ii) all payments on and collections in respect of the Group I
Loans
due after the Cut-off Date (other than Monthly Payments due
in
the month of the Cut-off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified
as
belonging to the Trust Fund, but not including amounts on
deposit
in the Initial Monthly Payment Fund,
(iii) property that secured a Group I 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, related to Group I Loans 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.
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<PAGE>
REMIC I Certificates: The Class R-I Certificates.
REMIC I Regular Interests: The uncertificated partial
undivided
beneficial ownership interests in REMIC I, designated as REMIC I
Regular
Interest A, REMIC I Regular Interest I-A-P and the REMIC I I-A-V
Regular
Interests.
REMIC I I-A-V Regular Interests: The 596 uncertificated
partial
undivided beneficial ownership interests in the Trust Fund, each
relating to a
Group I Loan with a Net Mortgage Rate in excess of 5.50%, each
having no
principal balance and each bearing interest at the respective
Uncertificated
Pass-Through Rate on the respective Uncertificated Notional
Amount.
REMIC II: The segregated pool of assets related to this Series,
with
respect to which a REMIC election is to be made (except as
provided below)
pursuant to this Agreement, consisting of:
(i) the Group II Loans and the related Mortgage Files and
collateral
securing such Group II Loans,
(ii) all payments on and collections in respect of the Group II
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,
(iii) property that secured a Group II 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, related to Group II Loans an
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election with respect
to REMIC
II specifically excludes the Initial Monthly Payment Fund.
REMIC II Certificates: The Class R-II Certificates.
REMIC II II-A-V Regular Interests: The 254 uncertificated
partial
undivided beneficial ownership interests in the Trust Fund, each
relating to a
Group II Loan with a Net Mortgage Rate in excess of 4.75%, each
having no
principal balance and each bearing interest at the respective
Uncertificated
Pass-Through Rate on the respective Uncertificated Notional
Amount.
REMIC II Regular Interests: The uncertificated partial
undivided
beneficial ownership interests in REMIC II, designated as REMIC
II Regular
Interest B, REMIC II Regular Interest II-A-P and the REMIC II
II-A-V Regular
Interests.
REMIC III: The segregated pool of assets consisting of the REMIC
I
Regular Interests and the REMIC II Regular Interests conveyed in
trust to the
Trustee for the benefit of the holders of the REMIC III Regular
Interests and
the Class R-III Certificates pursuant to Section 2.06, with
respect to which a
separate REMIC election is to be made. The REMIC election with
respect to REMIC
III specifically excludes the Initial Monthly Payment Fund.
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<PAGE>
REMIC III Certificates: The Class R-III Certificates.
REMIC III I-A-V Regular Interests: The 596 uncertificated
partial
undivided beneficial ownership interests in the Trust Fund, each
relating to a
Group I Loan with a Net Mortgage Rate in excess of 5.50%, each
having no
principal balance and each bearing interest at the respective
Uncertificated
Pass-Through Rate on the respective Uncertificated Notional
Amount.
REMIC III II-A-V Regular Interests: The 254 uncertificated
partial
undivided beneficial ownership interests in the Trust Fund, each
relating to a
Group II Loan with a Net Mortgage Rate in excess of 4.75%, each
having no
principal balance and each bearing interest at the respective
Uncertificated
Pass-Through Rate on the respective Uncertificated Notional
Amount.
REMIC III Regular Interests: The uncertificated partial
undivided
beneficial ownership interests in REMIC III, designated as REMIC
III Regular
Interests I-A-1, I-A-3, I-A-4, I-A-5, I-A-6, I-A-7, I-A-8,
I-A-9, I-A-10,
I-A-11, I-A-12, I-A-13, I-A-14, I-A-15, I-A-16, I-A-17, I-A-18,
I-A-19, I-A-20,
I-A-21, I-A-22, I-A-23, I-A-24, I-A-25, I-A-26, I-A-27, I-A-P,
II-A-1, II-A-P,
I-M-1, I-M-2, I-M-3, I-B-1, I-B-2, I-B-3, II-M-1, II-M-2,
II-M-3, II-B-1, II-B-2
and II-B-3 and the REMIC III I-A-V Regular Interests and the
REMIC III II-A-V
Regular Interests.
REMIC IV: The segregated pool of assets consisting of the REMIC
III
Regular Interests conveyed in trust to the Trustee for the
benefit of the
holders of the Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class I-A-5,
Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class
I-A-10, Class I-A-11,
Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15 Class
I-A-16, Class
I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21,
Class I-A-22,
Class I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class
I-A-27, Class
II-A-1, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V,
Class I-M-1, Class
I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3,
Class I-B-1, Class
I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3 and
Class R-IV
Certificates pursuant to Section 2.06, with respect to which a
separate REMIC
election is to be made. The REMIC election with respect to REMIC
IV specifically
excludes the Initial Monthly Payment Fund.
REMIC IV Certificates: Any of the Class I-A-1, Class I-A-2,
Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class
I-A-14, Class
I-A-15 Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19,
Class I-A-20,
Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24, Class
I-A-25, Class
I-A-26, Class I-A-27, Class II-A-1, Class I-A-P, Class II-A-P,
Class I-A-V,
Class II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class
II-M-1, Class II-M-2,
Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class
II-B-1, Class II-B-2,
Class II-B-3 and Class R-IV Certificates.
Scheduled Final Distribution Date: With respect to the Class
I-A, Class
R-I, Class R-III, Class R-IV and Class I-M Certificates,
December 25, 2034. With
respect to the Class II-A, Class R-II and Class II-M
Certificates, December 25,
2019.
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Senior Accelerated Distribution Percentage: The Group I
Senior
Accelerated Distribution Percentage with respect to Loan Group
I, or the Group
II Senior Accelerated Distribution Percentage with respect to
Loan Group II.
Senior Certificate: Any one of the Class A Certificates or Class
R
Certificates, executed by the Trustee and authenticated by the
Certificate
Registrar substantially in the form annexed to the Standard
Terms as Exhibit A
and Exhibit D, respectively.
Senior Percentage: The Group I Senior Percentage with respect to
Loan
Group I, or the Group II Senior Percentage with respect to Loan
Group II.
Senior Principal Distribution Amount: The Group I Senior
Principal
Distribution Amount or Group II Senior Principal Distribution
Amount.
Senior Support Certificates: Any of the Class I-A-26
Certificates.
Senior Underwriter: Citigroup Global Markets Inc.
Special Hazard Amount: The Group I Special Hazard Amount or
Group II
Special Hazard Amount.
Subordinate Certificate: With respect to Loan Group I, any one
of the
Class I-M Certificates or Class I-B Certificates, executed by
the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed
hereto as Exhibit B and Exhibit C, respectively. With respect to
Loan Group II,
any one of the Class II-M Certificates or Class II-B
Certificates, executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the
form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution
Date and
any Class of Subordinate Certificates, a fraction, expressed as
a percentage,
the numerator of which is the aggregate Certificate Principal
Balance of such
Class of Subordinate Certificates immediately prior to such date
and the
denominator of which is the aggregate Stated Principal Balance
of all of the
Mortgage Loans (or related REO Properties) in the related Loan
Group (other than
the related Discount Fraction of each related Discount Mortgage
Loan)
immediately prior to such Distribution Date.
Subordinate Percentage: As of any Distribution Date and any Loan
Group,
100% minus the related Senior Percentage as of such Distribution
Date.
Subordinate Principal Distribution Amount: With respect to
any
Distribution Date and Loan Group and each Class of related
Subordinate
Certificates, (a) the sum of (i) the product of (x) the related
Subordinate
Percentage for such Class, and (y) the aggregate of the amounts
calculated for
such Distribution Date under clauses (1), (2) and (3) of
Section
4.02(a)(ii)(Y)(A) of this Series Supplement (without giving
effect to the
related Senior Percentage) to the extent not payable to the
related Senior
Certificates; (ii) such Class's pro rata share, based on the
Certificate
Principal Balance of each Class of related Subordinate
Certificates then
outstanding, of the principal collections described in
Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving
effect to the
related Senior Accelerated Distribution Percentage) to the
extent such
collections are not otherwise distributed to the related Senior
Certificates;
(iii) the product of (x) the related Prepayment Distribution
Percentage and (y)
the aggregate of all Principal Prepayments in Full on Mortgage
Loans in the
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related Loan Group received in the related Prepayment Period and
Curtailments on
Mortgage Loans in the related Loan Group received in the
preceding calendar
month (other than the related Discount Fraction of such
Principal Prepayments in
Full and Curtailments with respect to a related Discount
Mortgage Loan) to the
extent not payable to the related Senior Certificates; (iv) if
such Class is the
Class of related Subordinate Certificates with the Highest
Priority, any related
Excess Subordinate Principal Amount for such Distribution Date;
and (v) any
amounts described in clauses (i), (ii) and (iii) as determined
for any previous
Distribution Date, that remain undistributed to the extent that
such amounts are
not attributable to Realized Losses which have been allocated to
a Class of
related Subordinate Certificates (other than any principal
distributions
otherwise payable to such Certificates and applied as part of a
Diverted Amount
on any Distribution Date); minus (b) the sum of (i) with respect
to the Class of
related Subordinate Certificates with the Lowest Priority, any
related Excess
Subordinate Principal Amount for such Distribution Date; and
(ii) the related
Capitalization Reimbursement Amount for such Distribution Date,
other than the
related Discount Fraction of any portion of that amount related
to each related
Discount Mortgage Loan, multiplied by a fraction, the numerator
of which is the
Subordinate Principal Distribution Amount for such Class of
related Subordinate
Certificates, without giving effect to this clause (b)(ii), and
the denominator
of which is the sum of the principal distribution amounts for
all related
Classes of Class A Certificates (other than the related Class
A-P Certificates),
without giving effect to any reductions for the related
Capitalization
Reimbursement Amount.
Super Senior Certificates: Any of the Class I-A-25
Certificates.
Super Senior Optimal Percentage: As to any Distribution Date on
or after
the Credit Support Depletion Date and with respect to the Super
Senior
Certificates, a fraction, expressed as a percentage, the
numerator of which is
the Certificate Principal Balance of such Super Senior
Certificates immediately
prior to such Distribution Date and the denominator of which is
the aggregate
Certificate Principal Balance of the related Senior Certificates
(other than the
Class I-A-P Certificates) immediately prior to such Distribution
Date.
Super Senior Optimal Principal Distribution Amount: As to
any
Distribution Date on or after the related Credit Support
Depletion Date and with
respect to the Super Senior Certificates, the product of (a) the
then-applicable
Super Senior Optimal Percentage and (b) the Group I Senior
Principal
Distribution Amount.
Trust Fund: REMIC I, REMIC II, REMIC III, REMIC IV and the
Initial
Monthly Payment Fund.
Uncertificated Accrued Interest: With respect to each
Uncertificated
Regular Interest for any Distribution Date, one month's interest
at the related
Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the
related Uncertificated Principal Balance or Uncertificated
Notional Amount, as
the case may be, immediately prior to such Distribution Date.
Uncertificated
Accrued Interest for the REMIC I Regular Interests, REMIC II
Regular Interests,
REMIC III Regular Interests and Uncertificated Class A-V REMIC
Regular Interests
30
<PAGE>
shall accrue on the basis of a 360-day year consisting of twelve
30-day months.
Uncertificated Class A-V REMIC Regular Interests: The
Uncertificated
Class I-A-V REMIC Regular Interests and the Uncertificated Class
II-A-V REMIC
Regular Interests.
Uncertificated Class A-V REMIC Pass-Through Rate: Each
Uncertificated
Class A-V REMIC Regular Interest will not have a Pass-Through
Rate, but will be
entitled to 100% of the amounts distributed on the related REMIC
III I-A-V
Regular Interest or REMIC III II-A-V Regular Interest, as the
case may be.
Uncertificated Class A-V REMIC Regular Interest Distribution
Amount:
With respect to any Distribution Date, the sum of the amounts
deemed to be
distributed on the Uncertificated Class A-V REMIC Regular
Interests for such
Distribution Date pursuant to Section 10.05(a).
Uncertificated Class I-A-V REMIC Regular Interests: The 596
uncertificated partial undivided beneficial ownership interests
in the Trust
Fund, each relating to a Group I Loan with a Net Mortgage Rate
in excess of
5.50%, each having no principal balance and each bearing
interest at the
respective Uncertificated Pass-Through Rate on the respective
Uncertificated
Notional Amount.
Uncertificated Class II-A-V REMIC Regular Interests: The 254
uncertificated partial undivided beneficial ownership interests
in the Trust
Fund, each relating to a Group II Loan with a Net Mortgage Rate
in excess of
4.75%, each having no principal balance and each bearing
interest at the
respective Uncertificated Pass-Through Rate on the respective
Uncertificated
Notional Amount.
Uncertificated Notional Amount: With respect to each REMIC I
I-A-V
Regular Interest and REMIC II II-A-V Regular Interest, a
notional amount equal
to the Stated Principal Balance of the related Group I Loan or
Group II Loan,
respectively, as of the day immediately preceding such
Distribution Date (or,
with respect to the initial Distribution Date, at the close of
business on the
Cut-off Date). Each REMIC III I-A-V Regular Interest and REMIC
III II-A-V
Regular Interest will not have an Uncertificated Notional
Amount, but will be
entitled to 100% of the amounts distributed on the related REMIC
I I-A-V Regular
Interest or REMIC II II-A-V Regular Interest, respectively. Each
Uncertificated
Class I-A-V REMIC Regular Interest and Uncertificated Class
II-A-V REMIC Regular
Interest will not have an Uncertificated Notional Amount, but
will be entitled
to 100% of the amounts distributed on the related REMIC III
I-A-V Regular
Interest or REMIC III II-A-V Regular Interest, respectively.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate,
Uncertificated
REMIC III Pass-Through Rate and the Uncertificated Class A-V
REMIC Pass-Through
Rate.
Uncertificated Principal Balance: The principal amount of any
REMIC I
Regular Interest (other than any REMIC I I-A-V Regular
Interest), REMIC II
Regular Interest (other than any REMIC II II-A-V Regular
Interest) or REMIC III
Regular Interest (other than any REMIC III I-A-V Regular
Interest or REMIC III
II-A-V Regular Interest) outstanding as of any date of
determination. The
Uncertificated Principal Balance of each such REMIC I Regular
Interest, REMIC II
Regular Interest or REMIC III Regular Interest shall never be
less than zero.
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Uncertificated Regular Interests: The REMIC I Regular Interests,
REMIC
II Regular Interests, REMIC III Regular Interests and the
Uncertificated Class
A-V REMIC Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to each
of the
REMIC I Regular Interests A and I-A-P, 5.50% and 0.00%
respectively. With
respect to each REMIC I I-A-V Regular Interest, a rate equal to
the Pool Strip
Rate for the related Mortgage Loan.
Uncertificated REMIC II Pass-Through Rate: With respect to each
of the
REMIC II Regular Interests B and II-A-P, 4.75% and 0.00%
respectively. With
respect to each REMIC II II-A-V Regular Interest, a rate equal
to the Pool Strip
Rate for the related Mortgage Loan.
Uncertificated REMIC III Pass-Through Rate: With respect to each
of the
REMIC III Regular Interests I-A-6, I-A-7, I-A-8, I-A-9, I-A-10,
I-A-11, I-A-12,
I-A-13, I-A-14, I-A-15, I-A-16, I-A-17, I-A-18, I-A-19, I-A-20,
I-A-21, I-A-22,
I-A-23, I-A-24, I-A-25, I-A-26 and I-A-27, 5.50%. With respect
to REMIC III
Regular Interest I-A-1, 5.00%. With respect to REMIC III Regular
Interest I-A-3,
7.50%. With respect to REMIC III Regular Interest I-A-4, 5.25%.
With respect to
REMIC III Regular Interest I-A-5, 5.75%. With respect to REMIC
III Regular
Interest I-A-P, 0.00%. Each REMIC III I-A-V Regular Interest
will not have an
Uncertificated REMIC III Pass-Through Rate, but will be entitled
to 100% of the
amounts distributed on the related REMIC I I-A-V Regular
Interest. With respect
to REMIC III Regular Interest II-A-1, 4.75%. With respect to
REMIC III Regular
Interest II-A-P, 0.00%. Each REMIC III II-A-V Regular Interest
will not have an
Uncertificated REMIC III Pass-Through Rate, but will be entitled
to 100% of the
amounts distributed on the related REMIC II II-A-V Regular
Interest. With
respect to each of the REMIC III Regular Interests I-M-1, I-M-2,
I-M-3, I-B-1,
I-B-2 and I-B-3, 5.50%. With respect to each of the REMIC III
Regular Interests
II-M-1, II-M-2, II-M-3, II-B-1, II-B-2 and II-B-3, 4.75%.
Underwriters: Each of Citigroup Global Markets Inc. and
Residential
Funding Securities Corporation.
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
Adjustable Rate Certificates, if any, for any Interest Accrual
Period (other
than the initial Interest Accrual Period) will be determined on
each LIBOR Rate
Adjustment Date.
On each LIBOR Rate Adjustment Date (other than for the initial
Interest
Accrual Period), LIBOR shall be established by the Trustee and,
as to any
Interest Accrual Period, will equal the rate for one month
United States dollar
deposits that appears on the Telerate Screen Page 3750 as of
11:00 a.m., London
time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page
3750" means the
display designated as page 3750 on the Telerate Service (or such
other page as
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may replace page 3750 on that service for the purpose of
displaying London
interbank offered rates of major banks). If such rate does not
appear on such
page (or such other page as may replace that page on that
service, or if such
service is no longer offered, LIBOR shall be so established by
use of such other
service for displaying LIBOR or comparable rates as may be
selected by the
Trustee after consultation with the Master Servicer), the rate
will be the
Reference Bank Rate. The "Reference Bank Rate" will be
determined on the basis
of the rates at which deposits in U.S. Dollars are offered by
the reference
banks (which shall be any three major banks that are engaged in
transactions in
the London interbank market, selected by the Trustee after
consultation with the
Master Servicer) as of 11:00 a.m., London time, on the LIBOR
Rate Adjustment
Date to prime banks in the London interbank market for a period
of one month in
amounts approximately equal to the aggregate Certificate
Principal Balance of
the Adjustable Rate 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 Adjustable
Rate
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, 2.40%; provided however, if, under the
priorities listed
previously in this paragraph, LIBOR for a Distribution Date
would be based on
LIBOR for the previous Distribution Date for the third
consecutive Distribution
Date, the Trustee, after consultation with the Master Servicer,
shall select an
alternative comparable index over which the Trustee has no
control, used for
determining one-month Eurodollar lending rates that is
calculated and published
or otherwise made available by an independent party.
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 Adjustable Rate Certificates for the
relevant Interest
Accrual Period, in the absence of manifest error, will be final
and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall
supply the Master Servicer with the results of its determination
of LIBOR on
such date. Furthermore, the Trustee will supply to any
Certificateholder so
requesting by telephone the Pass-Through Rates on each of the
Adjustable Rate
Certificates for the current and the immediately preceding
Interest Accrual
Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of
the Standard
Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the
Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer
and the Company.
(a) For representations, warranties and covenants of the
Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee
for the
benefit of Certificateholders that as of the Closing Date (or,
if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment
of
principal and interest as of the Cut-off Date and no
Mortgage
Loan has been so Delinquent more than once in the 12-month
period
prior to the Cut-off Date;
(ii) The information set forth in Exhibits One and Two hereto
with
respect to each Mortgage Loan or the Mortgage Loans, as the
case
may be, in Loan Group I and Loan Group II, respectively, is
true
and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage
loans with level Monthly Payments due, 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, in the case of the Group I Loans, or 15 years, the case
of
the Group II Loans;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is
secured by a Mortgaged Property with a Loan-to-Value Ratio
at
origination in excess of 80%, such Mortgage Loan is the
subject
of a Primary Insurance Policy that insures that (I) in the
case
of the Group I Loans (a) at least 30% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is between 95.00% and 90.01%, (b) at least 25% of such
balance if the Loan-to-Value Ratio is between 90.00% and
85.01%,
and (c) at least 12% of such balance if the Loan-to-Value
Ratio
is between 85.00% and 80.01% and (II) in the case of the
Group
II Loans (a) at least 25% of the Stated Principal Balance of
the
Mortgage Loan at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, (b) at least 12% of such balance
if
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the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c)
at
least 6% of such balance if the Loan-to-Value Ratio is
between
85.00% and 80.01%. To the best of the Company's knowledge,
each
such Primary Insurance Policy is in full force and effect
and
the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance
companies whose claims-paying abilities are currently
acceptable
to each Rating Agency;
(vi) No more than 1.0% of the Group I Loans, by aggregate
Stated
Principal Balance as of the Cut-off Date, are secured by
Mortgaged Properties located in any one zip code area in
Virginia and no more than 0.8% of the Group I Loans, by
aggregate Stated Principal Balance as of the Cut-off Date,
are
secured by Mortgaged Properties located in any one zip code
area
outside Virginia. No more than 1.2% of the Group II Loans,
by
aggregate Stated Principal Balance as of the Cut-off Date,
are
secured by Mortgaged Properties located in any one zip code
area
in Texas and no more than 1.1% of the Group II Loans, by
aggregate Stated Principal Balance as of the Cut-off Date,
are
secured by Mortgaged Properties located in any one zip code
area
outside Texas;
(vii) The improvements upon the Mortgaged Properties are
insured
against loss by fire and other hazards as required by the
Program
Guide, including flood insurance if required under the
National
Flood Insurance Act of 1968, as amended. The Mortgage
requires
the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do
so,
authorizes the holder of the Mortgage to obtain and maintain
such
insurance at the Mortgagor's expense and to seek
reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans
to the
Trustee, the Company had good title to, and was the sole
owner
of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to
servicing
and related compensation) and such assignment validly
transfers
ownership of the Mortgage Loans to the Trustee free and clear
of
any pledge, lien, encumbrance or security interest;
(ix) No more than 14.32% of the Group I Loans and no more than
19.05%
of the Group II Loans, by aggregate Stated Principal Balance
as
of the Cut-off Date, were underwritten under a reduced loan
documentation program;
(x) Each Mortgagor represented in its loan application with
respect
to the related Mortgage Loan that the Mortgaged Property would
be
owner-occupied and therefore would not be an investor property
as
of the date of origination of such Mortgage Loan. No Mortgagor
is
a corporation or a partnership;
(xi) None of the Group I Loans or Group II Loans as of the
Cut-off
Date are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section
860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
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<PAGE>
(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 are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller
has
represented that either (a) the value of the related
Mortgaged
Property as of the date the Mortgage Loan was originated was
not
less than the appraised value of such property at the time
of
origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of
origination of the Mortgage Loan generally meets the
Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a
360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contains in the related
Mortgage File
a Destroyed Mortgage Note; and
(xviii) None of the Mortgage Loans are Pledged Asset Loans or
Additional
Collateral 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
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<PAGE>
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.
The Company, as assignee of Residential Funding under the
Assignment
Agreement, hereby assigns to the Trustee for the benefit of
Certificateholders
all of its right, title and interest in respect of the
Assignment Agreement and
each Seller's Agreement (to the extent assigned to the Company
pursuant to the
Assignment Agreement) applicable to a Mortgage Loan. Insofar as
the Assignment
Agreement or the Company's rights under such Seller's Agreement
relate to the
representations and warranties made by Residential Funding or
the related Seller
in respect of such Mortgage Loan and any remedies provided
thereunder for any
breach of such representations and warranties, such right, title
and interest
may be enforced by the Master Servicer on behalf of the Trustee
and the
Certificateholders.
Upon the discovery by the Company, the Master Servicer, the
Trustee or
any Custodian of a breach of any of the representations and
warranties made in a
Seller's Agreement that have been assigned to the Trustee
pursuant to this
Section 2.04 or of a breach of any of the representations and
warranties made in
the Assignment Agreement (which, for purposes hereof, will be
deemed to include
any other cause giving rise to a repurchase obligation under the
Assignment
Agreement) in respect of any Mortgage Loan which materially and
adversely
affects the interests of the Certificateholders in such 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).
The Master
Servicer shall promptly notify the related Seller or Residential
Funding, as the
case may be, of such breach and request that such Seller or
Residential Funding,
as the case may be, either (i) cure such breach in all material
respects within
90 days from the date the Master Servicer was notified of such
breach 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 in the case of a
breach under
the Assignment Agreement Residential Funding 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 breach 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,
repurchase or substitution must occur within 90 days from the
date the breach
was discovered. If the breach of representation and warranty
that gave rise to
the obligation to repurchase or substitute a Mortgage Loan
pursuant to Section 4
of the Assignment Agreement was the representation and warranty
set forth in
clause (xxxi) of Section 4 thereof, then the Master Servicer
shall request that
Residential Funding pay to the Trust Fund, concurrently with and
in addition to
the remedies provided in the preceding sentence, an amount equal
to any
liability, penalty or expense that was actually incurred and
paid out of or on
behalf of the Trust Fund, and that directly resulted from such
breach, or if
incurred and paid by the Trust Fund thereafter, concurrently
with such payment.
In the event that Residential Funding elects to substitute a
Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan
pursuant to this
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<PAGE>
Section 2.04, Residential Funding shall deliver to the Trustee
for the benefit
of the Certificateholders with respect to such Qualified
Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the
Mortgage in recordable form if required pursuant to Section
2.01, and such other
documents and agreements as are required by Section 2.01, with
the Mortgage Note
endorsed as required by Section 2.01. No substitution will be
made in any
calendar month after the Determination Date for such month.
Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month
of substitution
shall not be part of the Trust Fund and will be retained by the
Master Servicer
and remitted by the Master Servicer to Residential Funding on
the next
succeeding Distribution Date. For the month of substitution,
distributions to
the Certificateholders will include the Monthly Payment due on a
Deleted
Mortgage Loan for such month and thereafter Residential Funding
shall be
entitled to retain all amounts received in respect of such
Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the
Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the
Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the
substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount
Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related
Subservicing
Agreement in all respects, the related Seller shall be deemed to
have made the
representations and warranties with respect to the Qualified
Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date
of substitution,
insofar as Residential Funding's rights in respect of such
representations and
warranties are assigned to the Company pursuant to the
Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made
with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date
of substitution,
the covenants, representations and warranties set forth in this
Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any
Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as
defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment
Agreement.
In connection with the substitution of one or more Qualified
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will
determine the amount (if any) by which the aggregate principal
balance of all
such Qualified Substitute Mortgage Loans as of the date of
substitution is less
than the aggregate Stated Principal Balance of all such Deleted
Mortgage Loans
(in each case after application of the principal portion of the
Monthly Payments
due in the month of substitution that are to be distributed to
the
Certificateholders in the month of substitution). Residential
Funding shall
deposit the amount of such shortfall into the Custodial Account
on the day of
substitution, without any reimbursement therefor. Residential
Funding shall give
notice in writing to the Trustee of such event, which notice
shall be
accompanied by an Officers' Certificate as to the calculation of
such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to
the effect that
such substitution will not cause (a) any federal tax to be
imposed on the Trust
Fund, including without limitation, any federal tax imposed on
"prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after
the startup date" under Section 860G(d)(1) of the Code or (b)
any portion of any
REMIC to fail to qualify as such at any time that any
Certificate is
outstanding.
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<PAGE>
It is understood and agreed that the obligation of the Seller
or
Residential Funding, as the case may be, to cure such breach or
purchase (or in
the case of Residential Funding to substitute for) such Mortgage
Loan as to
which such a breach has occurred and is continuing and to make
any additional
payments required under the Assignment Agreement in connection
with a breach of
the representation and warranty in clause (xxxi) of Section 4
thereof shall
constitute the sole remedy respecting such breach available to
the
Certificateholders or the Trustee on behalf of
Certificateholders. If the Master
Servicer is Residential Funding, then the Trustee shall also
have the right to
give the notification and require the purchase or substitution
provided for in
the second preceding paragraph in the event of such a breach of
a representation
or warranty made by Residential Funding in the Assignment
Agreement. In
connection with the purchase of or substitution for any such
Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the
Trustee's right, title and interest in respect of the Seller's
Agreement and the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and
the delivery of the Mortgage Files to it, or any Custodian on
its behalf,
subject to any exceptions noted, together with the assignment to
it of all other
assets included in the Trust Fund, receipt of which is hereby
acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant
to the written request of the Company executed by an officer of
the Company has
executed and caused to be authenticated and delivered to or upon
the order of
the Company the Certificates in authorized denominations which
evidence
ownership of the entire Trust Fund.
39
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
40
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the
Standard Terms)
Section 4.02 Distributions.
(a) On each Distribution Date the Paying Agent appointed by
the
Trustee shall distribute to (i) the Master Servicer on behalf
of
the Trustee or (ii) the Paying Agent appointed by the
Trustee,
shall distribute, to the Master Servicer, in the case of a
distribution pursuant to Section 4.02(a)(iii) below, the
amount
required to be distributed to the Master Servicer or a
Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to
each
Certificateholder of record on the next preceding Record
Date
(other than as provided in Section 9.01 respecting the final
distribution), either (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
(A) with respect to each Class of Certificates (other than
any
Subclass of the Class A-V Certificates), shall be based on
the
aggregate of the Percentage Interests represented by
Certificates
of the applicable Class held by such Holder or (B) with
respect
to any Subclass of the Class A-V Certificates, shall be equal
to
the amount (if any) distributed pursuant to Section
4.02(a)(i)
below to each Holder of a Subclass thereof) of the following
amounts, in the following order of priority (subject to the
provisions of Section 4.02(b) below and subject further to
the
provisions of Section 4.05 in respect of any Diverted
Amounts),
in each case to the extent of the related Available
Distribution
Amount:
(i) (X) from the Available Distribution Amount related to the
Group I
Loans, to the Group I Certificates (other than the Class
I-A-P
Certificates), on a pro rata basis based on the Accrued
Certificate Interest payable on such Classes of Certificates
(or
Subclasses, if any, with respect to the Class I-A-V
Certificates)
for such Distribution Date, plus any Accrued Certificate
Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section
4.02(a)
(the "Group I Senior Interest Distribution Amount"); and
(Y) from the Available Distribution Amount related
to the Group II Loans, to the Group II Certificates (other
than
the Class II-A-P Certificates), on a pro rata basis based on
Accrued Certificate Interest payable on such Classes of
Certificates (or Subclasses, if any, with respect to the
Class
II-A-V Certificates) for such Distribution Date, plus any
Accrued
Certificate Interest thereon remaining unpaid from any
previous
Distribution Date except as provided in the last paragraph
of
this Section 4.02(a) (the "Group II Senior Interest
Distribution
Amount"); and
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(ii) (X) to the Class I-A-P Certificates, the Class I-A-P
Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein)
and
to the Class II-A-P Certificates, the Class II-A-P Principal
Distribution Amount (as defined in Section 4.02(b)(i)
herein);
and
(Y) to the related Senior Certificates (other than
the Class A-P Certificates), in the priorities and amounts
set
forth in Section 4.02(b)(ii) through Section 4.02(f), the sum
of
the following (applied to reduce the Certificate Principal
Balances of such Senior Certificates, as applicable):
(A) the related Senior Percentage for such Distribution Date
times
the sum of the following:
(1) the principal portion of each Monthly Payment due during
the
related Due Period on each Outstanding Mortgage Loan (other
than
the related Discount Fraction of the principal portion of
such
payment with respect to a Discount Mortgage Loan) in the
related
Loan Group, whether or not received on or prior to the
related
Determination Date, minus the principal portion of any
related
Debt Service Reduction (other than the related Discount
Fraction
of the principal portion of such Debt Service Reductions
with
respect to each Discount Mortgage Loan in such Loan Group)
which
together with other related Bankruptcy Losses exceeds the
related Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan in the
related
Loan Group repurchased during the preceding calendar month
(or
deemed to have been so repurchased in accordance with
Section
3.07(b) of the Standard Terms) pursuant to Sections 2.02,
2.04
or 4.07 of the Standard Terms, Section 2.03 of the Standard
Terms and this Series Supplement, and the Stated Principal
Balance of the Mortgage Loans in the related Loan Group
purchased pursuant to Section 9.01 of the Standard Terms and
this Series Supplement in connection with such Distribution
Date, if applicable, and the amount of any shortfall
deposited
in the Custodial Account in connection with the substitution
of
a Deleted Mortgage Loan from the related Loan Group pursuant
to
Section 2.04 of the Standard Terms or Section 2.03 of the
Standard Terms and this Series Supplement, during the
preceding
calendar month (other than the related Discount Fraction of
such
Stated Principal Balance or shortfall with respect to each
Discount Mortgage Loan in such Loan Group); and
(3) the principal portion of all other unscheduled collections
with
respect to the related Loan Group (other than Principal
Prepayments in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a
Mortgage Loan in such Loan Group described in Section
4.02(a)(ii)(Y)(B) of this Series Supplement, including
without
42
<PAGE>
limitation any related Insurance Proceeds, Liquidation
Proceeds
and REO Proceeds) including Subsequent Recoveries received
during the preceding calendar month (or deemed to have been
so
received in accordance with Section 3.07(b) of the Standard
Terms) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant
to
Section 3.14 of the Standard Terms (other than the related
Discount Fraction of the principal portion of such
unscheduled
collections, with respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan in the related Loan Group
for
which a Cash Liquidation or a REO Disposition occurred
during
the preceding calendar month (or was deemed to have occurred
during such period in accordance with Section 3.07(b) of the
Standard Terms) and did not result in any Excess Special
Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (a)
the
related Senior Percentage for such Distribution Date times
the
Stated Principal Balance of such Mortgage Loan (other than
the
related Discount Fraction of such Stated Principal Balance,
with
respect to each Discount Mortgage Loan) and (b) the related
Senior Accelerated Distribution Percentage for such
Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation Proceeds
and
REO Proceeds) to the extent applied by the Master Servicer
as
recoveries of principal of the related Mortgage Loan pursuant
to
Section 3.14 of the Standard Terms (in each case other than
the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of
this Series Supplement);
(C) the related Senior Accelerated Distribution Percentage for
such
Distribution Date times the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period
and
Curtailments with respect to the related Loan Group received
in
the preceding calendar month (other than the related
Discount
Fraction of such Principal Prepayments in Full and
Curtailments,
with respect to each Discount Mortgage Loan);
(D) any related Excess Subordinate Principal Amount for such
Distribution Date;
(E) any amounts described in subsection (ii)(Y), clauses (A),
(B) and
(C) of this Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after application of
amounts previously distributed pursuant to this clause (E) to
the
extent that such amounts are not attributable to Realized
Losses
which have been allocated to the related Subordinate
Certificates; minus
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<PAGE>
(F) the related Capitalization Reimbursement Amount for such
Distribution Date, other than the related Discount Fraction
of
any portion of that amount related to each Discount Mortgage
Loan in the related Loan Group, multiplied by a fraction,
the
numerator of which is the related Senior Principal
Distribution
Amount, without giving effect to this clause (G), and the
denominator of which is the sum of the principal
distribution
amounts for all related Classes of Class A Certificates
(other
than the related Class A-P Certificates) without giving
effect
to any reductions for the related Capitalization
Reimbursement
Amount;
(iii) if the Certificate Principal Balances of the
Subordinate
Certificates relating to a Loan Group have not been reduced
to
zero, to the Master Servicer or a 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 related Mortgage Loan or
REO
Property which remain unreimbursed in whole or in part
following
the Cash Liquidation or REO Disposition of such Mortgage Loan
or
REO Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses or Extraordinary Losses;
(iv) to the Holders of the related 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 related Class M-1 Certificates, an
amount
equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date,
minus (y) the amount of any related Class A-P Collection
Shortfalls for such Distribution Date or remaining unpaid for
all
previous Distribution Dates, to the extent the amounts
available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv) and (xv) of this Series Supplement are
insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the related Class M-1 Certificates;
(vi) to the Holders of the related 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 related Class M-2 Certificates, an
amount
equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date,
minus (y) the amount of any related Class A-P Collection
Shortfalls for such Distribution Date or remaining unpaid for
all
previous Distribution Dates, to the extent the amounts
available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi),
(xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the related Class M-2 Certificates;
44
<PAGE>
(viii) to the Holders of the related 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 related Class M-3 Certificates, an
amount
equal to (x) the related Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date
minus (y) the amount of any related Class A-P Collection
Shortfalls for such Distribution Date or remaining unpaid for
all
previous Distribution Dates, to the extent the amounts
available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv)
and
(xv) of this Series Supplement are insufficient therefor,
applied
in reduction of the Certificate Principal Balance of the
related
Class M-3 Certificates;
(x) to the Holders of the related Class B-1 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any
Accrued Certificate Interest thereon remaining unpaid from
any
previous Distribution Date, except as provided below;
(xi) to the Holders of the related Class B-1 Certificates, an
amount
equal to (x) the Subordinate Principal Distribution Amount
for
such Class of Certificates for such Distribution Date minus
(y)
the amount of any related Class A-P Collection Shortfalls
for
such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant
to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of
this
Series Supplement are insufficient therefor, applied in
reduction
of the Certificate Principal Balance of the related Class
B-1
Certificates;
(xii) to the Holders of the related Class B-2 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any
Accrued Certificate Interest thereon remaining unpaid from
any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the related Class B-2 Certificates, an
amount
equal to (x) the Subordinate Principal Distribution Amount
for
such Class of Certificates for such Distribution Date minus
(y)
the amount of any related Class A-P Collection Shortfalls
for
such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this
Series
Supplement are insufficient therefor, applied in reduction of
the
Certificate Principal Balance of the related Class B-2
Certificates;
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<PAGE>
(xiv) to the Holders of the related Class B-3 Certificates, an
amount
equal to (x) the Accrued Certificate Interest thereon for
such
Distribution Date, plus any Accrued Certificate Interest
thereon
remaining unpaid from any previous Distribution Date, except
as
provided below, minus (y) the amount of any Class A-P
Collection
Shortfalls for such Distribution Date or remaining unpaid for
all
previous Distribution Dates, to the extent the amounts
available
pursuant to clause (x) of Section 4.02(a) (xv) of this
Series
Supplement are insufficient therefor;
(xv) to the Holders of the related Class B-3 Certificates, an
amount
equal to (x) the Subordinate Principal Distribution Amount
for
such Class of Certificates for such Distribution Date minus
(y)
the amount of any related Class A-P Collection Shortfalls
for
such Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the related Class B-3 Certificates;
(xvi) to the Senior Certificates, in the priority set forth in
Section
4.02(b) of this Series Supplement, the portion, if any, of
the
Available Distribution Amount for the related Loan Group
remaining after the foregoing distributions, applied to
reduce
the Certificate Principal Balances of such Senior
Certificates,
but in no event more than the aggregate of the outstanding
Certificate Principal Balances of each such Class of Senior
Certificates, and thereafter, to each Class of related
Subordinate Certificates then outstanding beginning with
such
Class with the Highest Priority, any portion of the related
Available Distribution Amount remaining after the related
Senior
Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of
Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of
Subordinate
Certificates; and
(xvii) to the Class R-IV Certificates, the balance, if any, of
the
Available Distribution Amount for both Loan Groups.
Notwithstanding the foregoing, on any Distribution Date, with
respect to
the Class of related Subordinate Certificates outstanding on
such Distribution
Date with the Lowest Priority, or in the event the related
Subordinate
Certificates are no longer outstanding, the 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 related
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 occurring prior to the related
Credit Support Depletion Date will be made as follows:
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<PAGE>
(i) to the Class I-A-P Certificates and Class II-A-P
Certificates from the related Available Distribution
Amount, until the Certificate Principal Balance thereof is
reduced to zero, an amount (in the case of the Class I-A-P
Certificates, the "Class I-A-P Principal Distribution
Amount," and in the case of the Class II-A-P Certificates,
the "Class II-A-P Principal Distribution Amount," and
collectively, the "Class A-P Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion
of
each Monthly Payment on each Discount Mortgage Loan in the
related Loan Group due during the related Due Period,
whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction
which together with other related Bankruptcy Losses
exceeds the related Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all
unscheduled collections on each Discount Mortgage Loan in
the
related Loan Group received during the preceding calendar
month
or, in the case of Principal Prepayments in Full, during the
related Prepayment Period (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a
Discount Mortgage Loan described in clause (C) below),
including
Principal Prepayments in Full, Curtailments, Subsequent
Recoveries and repurchases (including deemed repurchases
under
Section 3.07(b) of the Standard Terms) of Discount Mortgage
Loans in the related Loan Group (or, in the case of a
substitution of a Deleted Mortgage Loan, the Discount
Fraction
of the amount of any shortfall deposited in the Custodial
Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition
of a Discount Mortgage Loan in the related Loan Group that
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal
Balance of such Discount Mortgage Loan immediately prior
to such Distribution Date and (2) the aggregate amount of
the collections on such Discount Mortgage Loan to the
extent applied as recoveries of principal;
(D) any amounts allocable to principal for the related Loan
Group for any previous Distribution Date (calculated
pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any related Class A-P Collection
Shortfalls
for such Distribution Date and the amount of any such
Class A-P Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds in the related Loan Group for such
Distribution Date; minus
47
<PAGE>
(F) the related Discount Fraction of the portion of the
related Capitalization Reimbursement Amount for such
Distribution Date, if any, related to each related
Discount Mortgage Loan; and
(ii) the Group I Senior Principal Distribution Amount shall
be
distributed to the Class R-I, Class R-III and Class R-IV
Certificates, concurrently on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced
to zero;
(iii) the balance of the Group I Senior Principal
Distribution
Amount remaining after the distributions, if any,
described in clause (ii) above shall be distributed
concurrently as follows:
(A) 3.9879245644 % to the Class I-A-27 Certificates, until
the
Certificate Principal Balance thereof has been reduced to
zero; and
(B) 96.0120754356% in the following order of priority:
(1) first, the remaining Group I Senior
Principal Distribution Amount available under
clause (iii)(B) shall be distributed to the Lockout
Certificates, concurrently on a pro rata basis, in
reduction of the Certificate Principal Balances
thereof, in an amount equal to the Lockout
Percentage of the Class I-A-24, Class I-A-25 and
Class I-A-26 Certificates' pro rata share (based on
the Certificate Principal Balances thereof and the
aggregate Certificate Principal Balance of all of
the Group I Senior Certificates (other than the
Class I-A-27, Class I-A-P, Class R-I, Class R-III
and Class R-IV Certificates)) of the aggregate of
the collections described in Section
4.02(a)(ii)(Y)(A), (B), (C) and (E) with
application of the Group I Senior Percentage or the
Group I Senior Accelerated Distribution Percentage;
(2) second, concurrently on a pro rata
basis, to the Class I-A-1, Class I-A-3, Class
I-A-4, Class I-A-5 and Class I-A-6 Certificates,
until the Certificate Principal Balances thereof
have been reduced to zero;
(3) third, concurrently as follows:
(i) 48.8636363636% of the Group I
Senior Principal Distribution Amount
available under clause (iii)(B)(3) to the
Class I-A-7 Certificates, until the
Certificate Principal Balance thereof has
been reduced to zero; and
(ii) 51.1363636364% of the Group I
Senior Principal Distribution Amount
available under clause (iii)(B)(3)
sequentially, to the Class I-A-8, Class
I-A-9, Class I-A-10, Class I-A-11, Class
I-A-12, Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17, Class
I-A-18, Class I-A-19, Class I-A-20, Class
I-A-21 and Class I-A-22 Certificates, in
that order, in each case until the
Certificate Principal Balance thereof has
been reduced to zero;
48
<PAGE>
(4) fourth, to the Class I-A-23
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(5) fifth, to the Lockout Certificates,
concurrently on a pro rata basis, until the
Certificate Principal Balances thereof have been
reduced to zero;
(iv) the Group II Senior Principal Distribution Amount shall
be
distributed to the Class R-II Certificates, until the
Certificate
Principal Balance thereof has been reduced to zero;
(v) the balance of the Group II Senior Principal Distribution
Amount
remaining after the distribution, if any, described in
clause
(iv) above shall be distributed to the Class II-A-1
Certificates,
until the Certificate Principal Balance thereof has been
reduced
to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date
with respect to Loan Group I but prior to the reduction of
the
Certificate Principal Balance of the Senior Support
Certificates
to zero, all priorities relating to distributions as described
in
Section 4.02(b) above in respect of principal among the
various
classes of related Senior Certificates (other than the Class
I-A-P Certificates) will be disregarded, and (i) an amount
equal
to the Discount Fraction of the principal portion of
scheduled
payments and unscheduled collections received or advanced in
respect of the Discount Mortgage Loans in Loan Group I will
be
distributed to the Class I-A-P Certificates, (ii) the Group
I
Senior Principal Distribution Amount will be distributed to
the
remaining Classes of related Senior Certificates (other than
the
Class I-A-P Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances, and
(iii)
the amount set forth in Section 4.02(a)(i) will be distributed
as
set forth therein; provided that the aggregate amount
distributable to the Super Senior Certificates and the
Senior
Support Certificates will be distributed among such
Certificates
in the following priority: first, to the Super Senior
Certificates, up to an amount equal to the Accrued
Certificate
Interest thereon; second to the Super Senior Certificates, up
to
an amount equal to the Super Senior Optimal Principal
Distribution Amount, in reduction of the Certificate
Principal
Balance thereof, until such Certificate Principal Balance
has
been reduced to zero; third, to the Senior Support
Certificates,
up to an amount equal to the Accrued Certificate Interest
thereon; and fourth, to the Senior Support Certificates, the
remainder, until the Certificate Principal Balance thereof
has
been reduced to zero.
(d) On or after the occurrence of the Credit Support Depletion
Date
and, with respect to Loan Group I, after the reduction of
the
Certificate Principal Balance of the Senior Support
Certificates
to zero, all priorities relating to distributions as described
in
clauses Section 4.02(b) and (c) above in respect of
principal
among the various classes of Senior Certificates (other than
the
Class A-P Certificates) will be disregarded, and (i) an
amount
equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or
advanced in respect of the Discount Mortgage Loans will be
49
<PAGE>
distributed to the related Class A-P Certificates, (ii) the
applicable Senior Principal Distribution Amount will be
distributed to the remaining Classes of related Senior
Certificates (other than the Class A-P Certificates) pro rata
in
accordance with their respective outstanding Certificate
Principal Balances, and (iii) the amount set forth in
Section
4.02(a)(i) will be distributed as set forth therein.
(e) After the reduction of the Certificate Principal Balances of
the
Senior Certificates in a certificate group (other than the
related Class A-P Certificates) to zero but prior to the
related
Credit Support Depletion Date, the related Senior
Certificates
(other than the related Class A-P Certificates) will be
entitled
to no further distributions of principal thereon and the
related
Available Distribution Amount will be paid solely to the
holders
of the related Class A-P Certificates, the related Variable
Strip
Certificates and the related Subordinate Certificates, in
each
case as described herein.
(f) In addition to the foregoing distributions, with respect to
any
Subsequent Recoveries, the Master Servicer shall deposit
such
funds into the Custodial Account pursuant to Section
3.07(b)(iii). If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the
amount
of such Subsequent Recoveries will be applied to increase
the
Certificate Principal Balance of the Class of related
Subordinate
Certificates with 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 related 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
related 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.
(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.
50
<PAGE>
(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 a future
Distribution
Date, the Master Servicer shall, no later than 60 days prior
to
such final distribution, notify the Trustee and the Trustee
shall, not earlier than the 15th day and not later than the
25th
day of the month next preceding the month of such final
distribution, mail 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).
Section 4.03 Statements to Certificateholders; Statements to
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.
(a) 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 related Class B-3 Certificates until the Certificate
Principal Balance
thereof has been reduced to zero; second, to the related Class
B-2 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; third,
to the related Class B-1 Certificates until the Certificate
Principal Balance
thereof has been reduced to zero; fourth, to the related Class
M-3 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; fifth,
to the related Class M-2 Certificates until the Certificate
Principal Balance
thereof has been reduced to zero; sixth, to the related Class
M-1 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; and,
thereafter, if any such Realized Losses are on a Discount
Mortgage Loan, to the
related Class A-P Certificates in an amount equal to the related
Discount
Fraction of the principal portion thereof, and the remainder of
such Realized
Losses on the Discount Mortgage Loans and the entire amount of
such Realized
Losses on Non-Discount Mortgage Loans shall be allocated (A) in
the case of a
Group I Loan, among the Group I Senior Certificates (other than
the Class I-A-V
Certificates and Class I-A-P Certificates) in the case of the
principal portion
of such loss on a pro rata basis, and among the Group I Senior
Certificates
51
<PAGE>
(other than the Class I-A-P Certificates) in the case of the
interest portion of
such loss on a pro rata basis and (B) in the case of a Group II
Loan, among the
Group II Senior Certificates (other than the Class II-A-5
Certificates, Class
II-A-V Certificates and Class II-A-P Certificates) in the case
of the principal
portion of such loss on a pro rata basis, and among the Group II
Senior
Certificates (other than the Class II-A-P Certificates) in the
case of the
interest portion of such loss on a pro rata basis (subject to
Section 4.02(c)),
as described below.
(b) Any Extraordinary Losses and Excess Bankruptcy Losses (other
than Debt
Service Reductions) with respect to the Group I Loans shall be
allocated among
the Group I Senior Certificates, Class I-M Certificates and
Class I-B
Certificates on a pro rata basis; provided that the related
Discount Fraction of
the principal portion of an Extraordinary Loss or an Excess
Bankruptcy Loss on a
related Discount Mortgage Loan shall be allocated to the Class
I-A-P
Certificates. Any Extraordinary Losses and Excess Bankruptcy
Losses (other than
Debt Service Reductions) with respect to the Group II Loans
shall be allocated
among the Group II Senior Certificates, Class II-M Certificates
and Class II-B
Certificates on a pro rata basis; provided that the related
Discount Fraction of
the principal portion of an Extraordinary Loss or an Excess
Bankruptcy Loss on a
related Discount Mortgage Loan shall be allocated to the Class
II-A-P
Certificates.
(c) Any Excess Special Hazard Losses and Excess Fraud Losses
shall be allocated
as follows: (a) in the case of a Group I Loan, first, to the
Class II-B-3
Certificates, second, to the Class II-B-2 Certificates, and
third, to the Class
II-B-1 Certificates, and (b) in the case of a Group II Loan,
first, to the Class
I-B-3 Certificates, second, to the Class I-B-2 Certificates, and
third, to the
Class I-B-1 Certificates, provided however that such losses will
be so allocated
pursuant to this provision solely to the extent of the remaining
Special Hazard
Amount or Fraud Loss Amount, as applicable, related to the
certificate group to
which these losses are allocated and to the extent of the
Certificate Principal
Balance of the Class B Certificates related to that Loan Group,
and thereafter
shall be allocated pro rata among all the Certificates in the
certificate group
in which these losses occurred, on a pro rata basis, in
reduction of the
Certificate Principal Balance thereof; and provided further,
that the related
Discount Fraction of the principal portion of any of these
losses on a Discount
Mortgage Loan shall be allocated to the related Class A-P
Certificates. To the
extent that amounts otherwise payable to a Class of Class B
Certificates are
diverted to the Certificates related to the other Loan Group as
part of a
Diverted Amount on any Distribution Date on which Excess Special
Hazard Losses
and Excess Fraud Losses are allocated as set forth in the
preceding sentence, or
on any subsequent Distribution Date until such losses are fully
covered, such
amounts shall be diverted from such Class from first, Principal
Prepayments, and
second, the principal portions of Monthly Payments, and shall be
paid, as
principal, to the non-related Certificates as part of the
related Available
Distribution Amount and shall be treated in the same manner as a
Principal
Prepayment in Full.
(d) 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 two
sentences, 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 a group of Certificates below the aggregate Stated
Principal Balance
52
<PAGE>
of the related 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 Excess
Special Hazard
Losses and Excess Fraud Losses shall be made by operation of the
provisions of
Section 4.05(c). Allocations of the interest portions of
Realized Losses (other
than any interest rate reduction resulting from a Servicing
Modification) shall
be made in proportion to the amount of Accrued Certificate
Interest and by
operation of the definition of "Accrued Certificate Interest"
and by operation
of the provisions of Section 4.02(a). Allocations of the
interest portion of a
Realized Loss resulting from an interest rate reduction in
connection with a
Servicing Modification shall be made by operation of the
provisions of Section
4.02(a). Allocations of the principal portion of Debt Service
Reductions shall
be made by operation of the provisions of Section 4.02(a). All
Realized Losses
and all other losses allocated to a Class of Certificates
hereunder will be
allocated among the Certificates of such Class in proportion to
the Percentage
Interests evidenced thereby; provided that if any Subclasses of
the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses
and other losses allocated to the Class A-V Certificates shall
be allocated
among such Subclasses in proportion to the respective amounts of
Accrued
Certificate Interest payable on such Distribution Date that
would have resulted
absent such reductions.
(e) All Realized Losses allocated to the Certificates on each
Distribution Date
shall be allocated to the REMIC III Regular Interests on such
Distribution Date
in the same order and priority as allocated to the Corresponding
Certificated
Interests, until the Uncertificated Principal Balance of each
REMIC III Regular
Interest has been reduced to zero.
(f) The interest portion of all Realized Losses on the Group I
Loans shall be
allocated on each Distribution Date to REMIC I Regular Interest
A and the REMIC
I I-A-V Regular Interests, pro rata with their entitlement to
interest without
regard to this provision. All Realized Losses on Group I Loans
allocated to
REMIC III Regular Interest I-A-P on each Distribution Date shall
be allocated to
REMIC I Regular Interest I-A-P on such Distribution Date. The
principal portion
of all remaining Realized Losses on Group I Mortgage Loans
allocated to REMIC
III Regular Interests on each Distribution Date shall be
allocated to REMIC I
Regular Interest A on such Distribution Date.
(g) The interest portion of all Realized Losses on the Group II
Loans shall be
allocated on each Distribution Date to REMIC II Regular Interest
B and the REMIC
II I-A-V Regular Interests, pro rata with their entitlement to
interest without
regard to this provision. All Realized Losses on Group II Loans
allocated to
REMIC III Regular Interest II-A-P on each Distribution Date
shall be allocated
to REMIC II Regular Interest II-A-P on such Distribution Date.
All remaining
Realized Losses on Group II Mortgage Loans allocated to REMIC
III Regular
Interests on each Distribution Date shall be allocated to REMIC
II Regular
Interest B on such Distribution Date.
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<PAGE>
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).
<PAGE>
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
54
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
55
<PAGE>
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
56
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
57
<PAGE>
ARTICLE IX
TERMINATION
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) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the
Trustee created hereby in respect of the Certificates (other
than
the obligation of the Trustee to make certain payments after
the
Final Distribution Date to Certificateholders and the
obligation
of the Company to send certain notices as hereinafter set
forth)
shall terminate upon the last action required to be taken by
the
Trustee on the Final Distribution Date pursuant to this
Article
IX following the earlier of:
(i) the later of the final payment or other liquidation (or
any
Advance with respect thereto) of the last Mortgage Loan
remaining
in the Trust Fund or the disposition of all property
acquired
upon foreclosure or deed in lieu of foreclosure of any
Mortgage
Loan, or
(ii) the purchase by Residential Funding of all Mortgage Loans
in a
Loan Group and all property acquired in respect of any
Mortgage
Loan in that Loan Group remaining in the Trust Fund at a
price
equal to 100% of the unpaid principal balance of each such
Mortgage Loan or, if less than such unpaid principal
balance,
the fair market value of the related underlying property of
such
Mortgage Loan with respect to Mortgage Loans as to which
title
has been acquired if such fair market value is less than
such
unpaid principal balance on the day of repurchase plus
accrued
interest thereon at the Net Mortgage Rate (or Modified
Mortgage
Rate in the case of any Modified Mortgage Loan) from the Due
Date to which interest was last paid by the Mortgagor to,
but
not including, the first day of the month in which such
repurchase price is distributed, provided, however, that in
no
event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor
of
the descendants of Joseph P. Kennedy, the late ambassador of
the
United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set
forth
above shall be increased as is necessary, as determined by
the
Master Servicer, to avoid disqualification of any portion of
any
REMIC formed under the Series Supplement as a REMIC. The
purchase price paid by Residential Funding shall also
include
(i) any amounts owed by Residential Funding pursuant to
Section
4 of the Assignment Agreement in respect of any liability,
penalty or expense that resulted from a breach of the
representation and warranty set forth in clause (xxxi) of
such
Section that remain unpaid on the date of such purchase and
(ii)
any principal distributions used as part of any Diverted
Amounts
which are reimbursable to the non-related Subordinate
Certificates that remain unpaid as of the date of such
purchase.
58
<PAGE>
The right of Residential Funding to purchase all the assets of a
Loan
Group pursuant to clause (ii) above is conditioned upon the
aggregate Stated
Principal Balance of the Mortgage Loans in such Loan Group as of
the Final
Distribution Date, prior to giving effect to distributions to be
made on such
Distribution Date, being less than ten percent of the Cut-off
Date Principal
Balance of the Mortgage Loans in such Loan Group. If such right
is exercised by
Residential Funding, the Master Servicer shall be entitled to
reimbursement for
the full amount of any unreimbursed Advances theretofore made by
it with respect
to such Mortgage Loans pursuant to Section 3.10. In addition,
the Master
Servicer shall provide to the Trustee the certification required
by Section 3.15
and the Trustee and any Custodian shall, promptly following
payment of the
purchase price, release to Residential Funding the Mortgage
Files pertaining to
the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which
the
aggregate Stated Principal Balance of the Mortgage Loans in a
Loan Group, 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 in
such Loan Group, Residential Funding shall have the right, at
its option, to
purchase the related Certificates in whole, but not in part, at
a price equal to
the outstanding Certificate Principal Balance of such
Certificates plus the sum
of Accrued Certificate Interest thereon for the related Interest
Accrual Period
and any previously unpaid Accrued Certificate Interest.
(b) - (f) (See Section 9.01(b) - (f) of the Standard Terms)
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).
59
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the
Standard Terms)
Section 10.02 Master Servicer; REMIC Administrator and
Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat the
segregated
pool of assets described in the definition of REMIC I (as
defined herein), and
subject to this Agreement (including the Group I Loans but
excluding the Initial
Monthly Payment Fund), as a REMIC for federal income tax
purposes. The REMIC
Administrator will make an election to treat the segregated pool
of assets
described in the definition of REMIC II (as defined herein), and
subject to this
Agreement (including the Group II Loans but excluding the
Initial Monthly
Payment Fund), 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 REMIC I Regular Interests and the REMIC II
Regular Interests,
and subject to this Agreement (excluding the Initial Monthly
Payment Fund), 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 REMIC III
Regular Interests, and subject to this Agreement (excluding the
Initial Monthly
Payment Fund), as a REMIC for federal income tax purposes.
The REMIC I Regular Interests will be "regular interests" in
REMIC I and
the Class R-I Certificates will be the sole class of "residual
interests" in
REMIC I for purposes of the REMIC Provisions (as defined
herein). The REMIC II
Regular Interests will be "regular interests" in REMIC II and
the Class R-II
Certificates will be the sole class of "residual interests" in
REMIC II for
purposes of the REMIC Provisions). The REMIC III Regular
Interests will be
"regular interests" in REMIC III and the Class R-III
Certificates will be the
sole class of "residual interests" in REMIC III for purposes of
the REMIC
Provisions.
The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class
I-A-5,
Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class
I-A-10, Class I-A-11,
Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class
I-A-16, Class
I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21,
Class I-A-22,
Class I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class
I-A-27, Class
II-A-1, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V,
Class I-M-1, Class
I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3,
Class I-B-1, Class
I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates and
the rights in and to which will be represented by the related
Class A-V
Certificates, will be the "regular interests" in REMIC IV, and
the Class R-IV
Certificates will be the sole class of "residual interests"
therein for purposes
of the REMIC Provisions (as defined in the Standard Terms) under
federal income
tax law. On and after the date of issuance of any Subclass of
Class A-V
Certificates pursuant to Section 5.01(c), any such Subclass will
represent the
related Uncertificated Class A-V REMIC Regular Interest or
Interests specified
by the initial Holder of the related Class A-V Certificates
pursuant to said
Section.
60
<PAGE>
Section 10.04 Distributions on the Uncertificated Regular
Interests.
(a) On each Distribution Date, the Trustee (or the Paying Agent
on behalf of the
Trustee) shall allocate and distribute the Available
Distribution Amount related
to the Group I Loans and Group II Loans to the extent on deposit
in the
Certificate Account for such date to the interests issued in
respect of REMIC I,
REMIC II, REMIC III and REMIC IV as specified in this
Section.
(b) (1) On each Distribution Date, the following amounts, in the
following order
of priority, to the extent of the Available Distribution Amount
related to the
Group I Loans, reduced by distributions made to the Class R-I
Certificates
pursuant to Section 4.02(b), shall be deemed distributed by
REMIC I to REMIC III
on account of the REMIC I Regular Interests:
(i) Uncertificated Accrued Interest on REMIC I Regular Interest
A
and the REMIC I I-A-V Regular Interests, pro rata, for such
Distribution Date,
plus any Uncertificated Accrued Interest thereon remaining
unpaid from any
previous Distribution Date; and
(ii) to the extent of amounts remaining after the
distributions
made pursuant to clause (i) above, (x) to REMIC I Regular
Interest I-A-P, in an
amount equal to the amount distributed on such Distribution Date
in respect of
the Class I-A-P Certificates, and (y) the balance to REMIC I
Regular Interest A
until the Uncertificated Principal Balance of such REMIC I
Regular Interest is
reduced to zero.
(2) On each Distribution Date, the following amounts, in the
following
order of priority, to the extent of the Available Distribution
Amount related to
the Group II Loans, reduced by distributions made to the Class
R-II Certificates
pursuant to Section 4.02(b), shall be deemed distributed by
REMIC II to REMIC
III on account of the REMIC II Regular Interests:
(i) Uncertificated Accrued Interest on REMIC II Regular
Interest
B and REMIC II Regular Interest II-A-V, pro rata, for such
Distribution Date,
plus any Uncertificated Accrued Interest thereon remaining
unpaid from any
previous Distribution Date; and
(ii) to the extent of amounts remaining after the
distributions
made pursuant to clause (i) above, (x) to REMIC II Regular
Interest II-A-P, in
an amount equal to the amount distributed on such Distribution
Date in respect
of the Class II-A-P Certificates, and (y) the balance to REMIC
II Regular
Interest B until the Uncertificated Principal Balance of such
REMIC II Regular
Interest is reduced to zero.
(3) (A) On each Distribution Date, the following amounts, in
the
following order of priority, shall be distributed by REMIC III
to REMIC IV on
account of the REMIC III Regular Interests related to the Group
I Loans:
(i) to the extent of the Available Distribution Amount related
to
the Group I Loans, reduced by distributions made to the Class
R-I Certificates
and Class R-III Certificates pursuant to Section 4.02(b), to the
Holders of the
related REMIC III Regular Interests, pro rata, in an amount
equal to (A) the
related Uncertificated Accrued Interest for such Distribution
Date, plus (B) any
amounts in respect thereof remaining unpaid from previous
Distribution Dates,
and
61
<PAGE>
(ii) on each Distribution Date, to the Holders of the
related
REMIC III Regular Interests in an amount equal to the remainder
of the Available
Distribution Amount related to the Group I Loans, after the
distributions made
pursuant to clause (i) above, allocated in the same proportion
as principal
payments are allocated to the Corresponding Certificated
Interests,
respectively, until the Uncertificated Principal Balance of each
such REMIC III
Regular Interest is reduced to zero.
(B) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC III
to REMIC IV on
account of the REMIC III Regular Interests related to the Group
II Loans:
(i) to the extent of the Available Distribution Amount related
to
the Group II Loans, reduced by distributions made to the Class
R-II Certificates
pursuant to Section 4.02(b), to the Holders of the related REMIC
III Regular
Interests, pro rata, in an amount equal to (A) the related
Uncertificated
Accrued Interest for such Distribution Date, plus (B) any
amounts in respect
thereof remaining unpaid from previous Distribution Dates.
(ii) on each Distribution Date, to the Holders of related
REMIC
III Regular Interests in an amount equal to the remainder of the
Available
Distribution Amount related to the Group II Loans, after the
distributions made
pursuant to clause (i) above, allocated in the same proportion
as principal
payments are allocated to the Corresponding Certificated
Interests for each such
REMIC III Regular Interest, respectively, until the
Uncertificated Principal
Balance of each such REMIC III Regular Interest is reduced to
zero;
(c) Notwithstanding the deemed distributions on the
Uncertificated Class A-V
REMIC 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 Distributions on the Uncertificated Class A-V
REMIC
Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to
itself, as the holder of the Uncertificated Class A-V REMIC
Regular Interests,
Uncertificated Accrued Interest on the Uncertificated Class A-V
REMIC Regular
Interests for such Distribution Date, plus any Uncertificated
Accrued Interest
thereon remaining unpaid from any previous Distribution
Date.
(b) In determining from time to time the Uncertificated Class
A-V REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the
Class A-V
Certificates under Section 4.05 shall be deemed allocated to
Uncertificated
Class A-V REMIC Regular Interests on a pro rata basis based on
the
Uncertificated Class A-V REMIC Accrued Interest for the related
Distribution
Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from
the Trust Fund, in the priority set forth in Section 4.02(a), to
the Class A-V
Certificates, the amounts distributable thereon from the
Uncertificated Class
A-V REMIC Regular Interest Distribution Amounts deemed to have
been received by
the Trustee from the Trust Fund under this Section 10.05. The
amount deemed
distributable hereunder with respect to the Class A-V
Certificates shall equal
100% of the amounts distributable with respect to the related
Uncertificated
Class A-V REMIC Regular Interests.
62
<PAGE>
(d) Notwithstanding the deemed distributions on the
Uncertificated Class A-V
REMIC Regular Interests described in this Section 10.05,
distributions of funds
from the Certificate Account shall be made only in accordance
with Section 4.02.
Section 10.06 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee or
any Paying Agent, as applicable, shall comply with all federal
withholding
requirements respecting payments to Certificateholders,
including interest or
original interest discount payments or advances thereof that the
Trustee or any
Paying Agent, as applicable, reasonably believes are applicable
under the Code.
The consent of Certificateholders shall not be required for such
withholding. In
the event the Trustee or any Paying Agent, as applicable, does
withhold any
amount from interest or original issue discount payments or
advances thereof to
any Certificateholder pursuant to federal withholding
requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount
withheld to such
Certificateholder pursuant to the terms of such
requirements.
63
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard
Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See
Section 11.02
of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See
Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices. All demands and notices hereunder shall
be in
writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage
prepaid (except for notices to the Trustee which shall be
deemed
to have been duly given only when received), to the
appropriate
address for each recipient listed in the table below or, in
each
case, such other address as may hereafter be furnished in
writing to the Master Servicer, the Trustee and the Company,
as
applicable:
Recipient Address
Company 8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention: President
Master Servicer 2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention: Managing Director/Master Servicing
Trustee The Corporate Trust Office, U.S. Bank National
Association
U.S. Bank Corporate Trust Services
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Attention: Residential Funding Corporation
Series 2004-S9
Standard & Poor's 55 Water Street
New York, New York 10041
Fitch One State Street Plaza
New York, New York 10007
Moody's 99 Church Street
New York, New York 10007
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.
64
<PAGE>
Section 11.06 Required Notices to Rating Agency and
Subservicer.
The Company, the Master Servicer or the Trustee, as applicable,
shall
(i) notify each Rating Agency and the Subservicer at such time
as it is
otherwise required pursuant to this Agreement to give notice of
the occurrence
of any of the events described in clause (a), (b), (c), (d),
(g), (h), (i) or
(j) below or (ii) provide a copy to each Rating Agency at such
time as otherwise
required to be delivered pursuant to this Agreement of any of
the statements
described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master
Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond
and the errors and omissions insurance policy required by
Section 3.12 or the
cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the Holders of
each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any
Class of Certificates resulting from the failure by the Master
Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence
of the events
described in clauses (d), (g) or (h) above, the Master Servicer
shall provide
prompt written notice to each Rating Agency and the Subservicer
of any such
event known to the Master Servicer.
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.
65
<PAGE>
96.0% of all Voting Rights shall be allocated among Holders
of
Certificates, other than the Interest Only Certificates and
Residual
Certificates, in proportion to the outstanding Certificate
Principal Balances of
their respective Certificates, 1.0% of all Voting Rights shall
be allocated
among the Holders of the Class I-A-2 Certificates in accordance
with their
respective Percentage Interests; 1.0% of all Voting Rights shall
be allocated
among the Holders of the Class I-A-V Certificates in accordance
with their
respective Percentage Interests; 1.0% of all Voting Rights shall
be allocated
among the Holders of the Class II-A-V Certificates; and 0.25%,
0.25%, 0.25% and
0.25% of all Voting Rights shall be allocated among the Holders
of the Class
R-I, Class R-II, Class R-III and Class R-IV Certificates,
respectively, in
accordance with their respective Percentage Interests.
66
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee
have caused their names to be signed hereto by their respective
officers
thereunto duly authorized and their respective seals, duly
attested, to be
hereunto affixed, all as of the day and year first above
written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
Name: Pieter VanZyl Name: Jeff Baines
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
Name: Jeff Baines Name: Pieter VanZyl
Title: Associate Title: Associate
[Seal] U.S. BANK NATIONAL ASSOCIATION
as Trustee
Attest: By:
Name: Name:
Title: Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 2004 before me, a notary public
in
and for said State, personally appeared Jeff Baines, known to me
to be a Vice
President of Residential Funding Mortgage Securities I, Inc.,
one of the
corporations that executed the within instrument, and also known
to me to be the
person who executed it on behalf of said corporation, and
acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my
official seal the day and year in this certificate first above
written.
Notary Public
_________________
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 2004 before me, a notary public
in
and for said State, personally appeared Pieter VanZyl, known to
me to be an
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.
Notary Public
__________________
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF ___________ )
On the 30th day of December, 2004 before me, a notary public
in
and for said State, personally appeared _____________, known to
me to be an
Authorized Officer of U.S. Bank, National Association, the
entity that executed
the within instrument, and also known to me to be the person who
executed it on
behalf of said banking entity and acknowledged to me that such
banking entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my
official seal the day and year in this certificate first above
written.
Notary Public
___________________
[Notarial Seal]
<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP I
(Available Upon Request)
<PAGE>
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP II
(Available Upon Request)
<PAGE>
EXHIBIT THREE
SCHEDULE OF DISCOUNT FRACTIONS
(Available Upon Request)
<PAGE>
EXHIBIT FOUR
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the
Certificateholders of such
Class applied to reduce the Certificate Principal Balance
thereof, and
(b) the aggregate amount included therein representing
Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less
than the full amount that would be distributable to such Holders
if
there were sufficient funds available therefor, the amount of
the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant
to Section
4.04;
(v) the number and aggregate Stated Principal Balance of the
Mortgage Loans
and of the Group I Loans and Group II Loans determined
separately after
giving effect to the distribution of principal on such
Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class
of
Certificates and the related Senior Percentage, after giving
effect to
the amounts distributed on such Distribution Date,
separately
identifying any reduction thereof due to Realized Losses other
than
pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment
Distribution Percentage, if applicable;
(viii) 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) each Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as
of the close of business on such Distribution Date and a
description of
any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution
Date, the
Pass-Through Rates with respect to the Adjustable Rate
Certificates and
Class A-V Certificates and each Subclass, if any, thereof;
(xiii) the Notional Amount with respect to each class of
Interest Only
Certificates and each Subclass Notional Amount;
(xiv) the occurrence of either Credit Support Depletion
Date;
(xv) the related Senior Accelerated Distribution Percentage
applicable to
such distribution;
(xvi) the related Senior Percentage for such Distribution
Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans
from Sellers due to a breach of representation or warranty
assigned to
the Trustee pursuant to Section 2.04;
(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.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the
amounts shall be expressed as a dollar amount per Certificate
with a $1,000
denomination.
The Trustee's internet website will initially be located at
http://www.usbank.com/mbs. To receive this statement via first
class mail,
telephone the Trustee at (800) 934-6802.
<PAGE>
1
EXHIBIT FIVE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 2004
EXECUTION COPY
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2004
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01
Definitions.............................................................1
Section 1.02 Use of Words and
Phrases...............................................33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans...........................................33
Section 2.02 Acceptance by
Trustee..................................................39
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the
Company. 41
Section 2.04 Representations and Warranties of
Sellers..............................42
Section 2.05 Execution and Authentication of
Certificates/Issuance of Certificates
Evidencing Interests in REMIC
I..........................................................45
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests;
Acceptance by the
Trustee................................................................45
Section 2.07 Issuance of Certificates Evidencing Interests in
REMIC II..............45
Section 2.08 Purposes and Powers of the
Trust.......................................45
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as
Servicer.....................................45
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations....................................47
Section 3.03 Successor
Subservicers.................................................48
Section 3.04 Liability of the Master
Servicer.......................................49
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders.......................................................................49
Section 3.06 Assumption or Termination of Subservicing
Agreements by Trustee........49
Section 3.07 Collection of Certain Mortgage Loan Payments;
Deposits to Custodial
Account. 50
Section 3.08 Subservicing Accounts; Servicing
Accounts..............................53
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage
Loans. 54
Section 3.10 Permitted Withdrawals from the Custodial
Account.......................54
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder..56
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage......57
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments..........................................................59
Section 3.14 Realization Upon Defaulted Mortgage
Loans..............................61
Section 3.15 Trustee to Cooperate; Release of Mortgage
Files........................64
Section 3.16 Servicing and Other Compensation; Compensating
Interest................66
Section 3.17 Reports to the Trustee and the
Company.................................67
Section 3.18 Annual Statement as to
Compliance......................................67
Section 3.19 Annual Independent Public Accountants' Servicing
Report................68
Section 3.20 Rights of the Company in Respect of the Master
Servicer................68
Section 3.21 Administration of Buydown
Funds........................................68
Section 3.22 Advance
Facility.......................................................69
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate
Account....................................................73
Section 4.02
Distributions..........................................................74
Section 4.03 Statements to Certificateholders; Statements to
Rating Agencies;
Exchange Act
Reporting...................................................................74
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the
Master Servicer. 76
Section 4.05 Allocation of Realized
Losses..........................................77
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property..........77
Section 4.07 Optional Purchase of Defaulted Mortgage
Loans..........................78
Section 4.08 Surety
Bond............................................................78
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.......................................................78
Section 5.02 Registration of Transfer and Exchange of
Certificates..................81
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates......................87
Section 5.04 Persons Deemed
Owners..................................................87
Section 5.05 Appointment of Paying
Agent............................................88
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the
Master Servicer..........88
Section 6.02 Merger or Consolidation of the Company or the
Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer.........................88
Section 6.03 Limitation on Liability of the Company, the Master
Servicer and Others.89
Section 6.04 Company and Master Servicer Not to
Resign..............................90
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default......................................................90
Section 7.02 Trustee or Company to Act; Appointment of
Successor....................92
Section 7.03 Notification to
Certificateholders.....................................94
Section 7.04 Waiver of Events of
Default............................................94
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee......................................................94
Section 8.02 Certain Matters Affecting the
Trustee..................................96
Section 8.03 Trustee Not Liable for Certificates or Mortgage
Loans..................98
Section 8.04 Trustee May Own
Certificates...........................................98
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification....98
Section 8.06 Eligibility Requirements for
Trustee...................................99
Section 8.07 Resignation and Removal of the
Trustee.................................99
Section 8.08 Successor
Trustee.....................................................100
Section 8.09 Merger or Consolidation of
Trustee....................................101
Section 8.10 Appointment of Co-Trustee or Separate
Trustee.........................101
Section 8.11 Appointment of
Custodians.............................................102
Section 8.12 Appointment of Office or
Agency.......................................103
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
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...103
Section 9.02 Additional Termination
Requirements...................................107
Section 9.03 Termination of Multiple
REMICs........................................107
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC
Administration..................................................108
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification......111
Section 10.03 Designation of
REMIC(s)...............................................112
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.............................................................112
Section 11.02 Recordation of Agreement;
Counterparts................................115
Section 11.03 Limitation on Rights of
Certificateholders............................115
Section 11.04 Governing
Law.........................................................116
Section 11.05
Notices...............................................................116
Section 11.06 Required Notices to Rating Agency and
Subservicer.....................116
Section 11.07 Severability of
Provisions............................................117
Section 11.08 Supplemental Provisions for
Resecuritization..........................117
Section 11.09 Allocation of Voting
Rights...........................................118
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation
Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit N: Request for Exchange Form
Exhibit O: Form of Form 10-K Certification
Exhibit P: Form of Back-Up Certification to Form 10-K
Certificate
Exhibit Q: Information to be Provided by the Master Servicer to
the Rating Agencies
Relating to Reportable Modified Mortgage Loans
</TABLE>
<PAGE>
This is the Standard Terms of Pooling and Servicing Agreement,
dated as
of December 1, 2004 (the "Standard Terms", and as incorporated
by reference into
a Series Supplement dated as of the Cut-off Date, the "Pooling
and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I,
INC., as the company (together with its permitted successors and
assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer
(together with
its permitted successors and assigns, the "Master Servicer"),
and the trustee
named in the applicable Series Supplement (together with its
permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through
certificates
(collectively, the "Certificates"), to be issued under each
Agreement in
multiple classes, which in the aggregate will evidence the
entire beneficial
ownership interest in the Mortgage Loans.
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.
Accretion Termination Date: As defined in the Series
Supplement.
--------------------------
Accrual Certificates: As defined in the Series Supplement.
--------------------
Accrued Certificate Interest: With respect to each Distribution
Date, as
to any Class or Subclass of Certificates (other than any
Principal Only
Certificates), interest accrued during the related Interest
Accrual Period at
the related Pass-Through Rate on the Certificate Principal
Balance or Notional
Amount thereof immediately prior to such Distribution Date.
Accrued Certificate
Interest will be calculated on the basis of a 360-day year,
consisting of twelve
30-day months. In each case Accrued Certificate Interest on any
Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if
the
Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
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<PAGE>
(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 or, if the
Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one
or
more specific Classes of Certificates pursuant to Section
4.05,
(iii) the interest portion of Advances that were (A) previously
made
with respect to a Mortgage Loan or REO Property on all
Mortgage
Loans or, if the Mortgage Pool is comprised of two or more
Loan
Groups, on the Mortgage Loans in the related Loan Group,
which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B)
made
with respect to delinquencies that were ultimately determined
to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls 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 Relief Act,
with all such reductions allocated (A) among all of the
Certificates in
proportion to their respective amounts of Accrued Certificate
Interest payable
on such Distribution Date absent such reductions or (B) if the
Mortgage Pool is
comprised of two or more Loan Groups, the related Senior
Percentage of such
reductions among the related Senior Certificates in proportion
to the amounts of
Accrued Certificate Interest payable from the related Loan Group
on such
Distribution Date absent such reductions, with the remainder of
such reductions
allocated among the holders of the Class M Certificates and
Class B 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.
Addendum and Assignment Agreement: The Addendum and
Assignment
Agreement, dated as of January 31, 1995, between MLCC and the
Master Servicer.
Additional Collateral: Any of the following held, in addition to
the
related Mortgaged Property, as security for a Mortgage Loan: (i)
all money,
securities, security entitlements, accounts, general
intangibles, payment
rights, instruments, documents, deposit accounts, certificates
of deposit,
commodities contracts and other investment property and other
property of
whatever kind or description now existing or hereafter acquired
which is pledged
as security for the repayment of such Mortgage Loan, (ii)
third-party
guarantees, and (A) all money, securities, security
entitlements, accounts,
2
<PAGE>
general intangibles, payment rights, instruments, documents,
deposit accounts,
certificates of deposit, commodities contracts and other
investment property and
other property of whatever kind or description now existing or
hereafter
acquired which is pledged as collateral for such guarantee or
(B) any mortgaged
property securing the performance of such guarantee, or (iii)
such other
collateral as may be set forth in the Series Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported
by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and
any date
of determination, the Mortgage Rate borne by the related
Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC
Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date
and,
with respect to any Mortgage Pool that is comprised of two or
more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial
Account at the
close of business on the preceding Determination Date on account
of (i)
Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds,
Curtailments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03,
2.04 or 4.07 and
Mortgage Loan substitutions made pursuant to Section 2.03 or
2.04 received or
made in the month of such Distribution Date (other than such
Liquidation
Proceeds, Insurance Proceeds and purchases of Mortgage Loans
that the Master
Servicer has deemed to have been received in the preceding month
in accordance
with Section 3.07(b)), and Principal Prepayments in Full made
after the related
Prepayment Period, and (ii) payments which represent early
receipt of scheduled
payments of principal and interest due on a date or dates
subsequent to the
related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i)
the
appraised value of such Mortgaged Property based upon the
appraisal made at the
time of the origination of the related Mortgage Loan, and (ii)
the sales price
of the Mortgaged Property at such time of origination, except in
the case of a
Mortgaged Property securing a refinanced or modified Mortgage
Loan as to which
it is either the appraised value determined above or the
appraised value
determined in an appraisal at the time of refinancing or
modification, as the
case may be.
3
<PAGE>
Assigned Contracts: With respect to any Pledged Asset Loan: the
Credit
Support Pledge Agreement; the Funding and Pledge Agreement,
among GMAC Mortgage
Corporation, National Financial Services Corporation and the
Mortgagor or other
person pledging the related Pledged Assets; the Additional
Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other
person pledging the
related Pledged Assets; or such other contracts as may be set
forth in the
Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer
or
equivalent instrument, in recordable form, sufficient under the
laws of the
jurisdiction wherein the related Mortgaged Property is located
to reflect of
record the sale of the Mortgage Loan to the Trustee for the
benefit of
Certificateholders, which assignment, notice of transfer or
equivalent
instrument may be in the form of one or more blanket assignments
covering
Mortgages secured by Mortgaged Properties located in the same
county, if
permitted by law and accompanied by an Opinion of Counsel to
that effect.
Assignment Agreement: The Assignment and Assumption Agreement,
dated the
Closing Date, between Residential Funding and the Company
relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan, the
assignment of the related Cooperative Lease from the Mortgagor
to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and,
with
respect to any Mortgage Pool comprised of two or more Loan
Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating
to the Mortgage
Loans on deposit in the Custodial Account as of the close of
business on the
immediately preceding Determination Date, including any
Subsequent Recoveries,
and amounts deposited in the Custodial Account in connection
with the
substitution of Qualified Substitute Mortgage Loans, (ii) the
amount of any
Advance made on the immediately preceding Certificate Account
Deposit Date,
(iii) any amount deposited in the Certificate Account on the
related Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv)
any amount deposited in the Certificate Account pursuant to
Section 4.07 and any
amounts deposited in the Custodial Account pursuant to Section
9.01, (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 (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). Such amount shall be
determined
separately for each Loan Group. Additionally, with respect to
any Mortgage Pool
that is comprised of two or more Loan Groups, if on any
Distribution Date
Compensating Interest provided pursuant to Section 3.16(e) is
less than
Prepayment Interest Shortfalls incurred on the Mortgage Loans in
connection with
4
<PAGE>
Principal Prepayments in Full received during the related
Prepayment Period and
Curtailments made in the prior calendar month, such Compensating
Interest shall
be allocated on such Distribution Date to the Available
Distribution Amount for
each Loan Group on a pro rata basis in accordance with the
respective amounts of
such Prepayment Interest Shortfalls incurred on the Mortgage
Loans in such Loan
Group in respect of such Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient
Valuation or Debt Service Reduction; provided, however, that
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a
Bankruptcy Loss
hereunder so long as the Master Servicer has notified the
Trustee in writing
that the Master Servicer is diligently pursuing any remedies
that may exist in
connection with the representations and warranties made
regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in
default with
regard to payments due thereunder or (B) delinquent payments of
principal and
interest under the related Mortgage Loan and any premiums on any
applicable
primary hazard insurance policy and any related escrow payments
in respect of
such Mortgage Loan are being advanced on a current basis by the
Master Servicer
or a Subservicer, in either case without giving effect to any
Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the name
of the
Depository or its nominee, and designated as such in the
Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a
day on which banking institutions in the State of New York, the
State of
Michigan, the State of California or the State of Illinois (and
such other state
or states in which the Custodial Account or the Certificate
Account are at the
time located) are required or authorized by law or executive
order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged
Property, the Company or other source in order to enable the
Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in
the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund
prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified
amount
of interest is paid out of related Buydown Funds in accordance
with a related
buydown agreement.
Capitalization Reimbursement Amount: As to any Distribution
Date, the
amount of Advances or Servicing Advances that were added to the
Stated Principal
Balance of the related Mortgage Loans during the prior calendar
month and
reimbursed to the Master Servicer or Subservicer on or prior to
such
Distribution Date pursuant to Section 3.10(a)(vii), plus the
Capitalization
Reimbursement Shortfall Amount remaining unreimbursed from any
prior
Distribution Date and reimbursed to the Master Servicer or
Subservicer on or
prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any
Distribution
Date, the amount, if any, by which the amount of Advances or
Servicing Advances
that were added to the Stated Principal Balance of the Mortgage
Loans during the
5
<PAGE>
preceding calendar month exceeds the amount of principal
payments on the
Mortgage Loans included in the Available Distribution Amount for
that
Distribution Date.
Call Rights: As defined in Section 9.01(f).
Cash Liquidation: As to any defaulted Mortgage Loan other than
a
Mortgage Loan as to which an REO Acquisition occurred, a
determination by the
Master Servicer that it has received all Insurance Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith expects to be finally recoverable
with respect to
such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date,
the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is
registered in the Certificate Register, and, in respect of any
Insured
Certificates, the Certificate Insurer to the extent of
Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a
Non-United
States Person shall be a holder of a Class R Certificate for
purposes hereof
and, solely for the purpose of giving any consent or direction
pursuant to this
Agreement, any Certificate, other than a Class R Certificate,
registered in the
name of the Company, the Master Servicer or any Subservicer or
any Affiliate
thereof shall be deemed not to be outstanding and the Percentage
Interest or
Voting Rights evidenced thereby shall not be taken into account
in determining
whether the requisite amount of Percentage Interests or Voting
Rights necessary
to effect any such consent or direction has been obtained. All
references herein
to "Holders" or "Certificateholders" shall reflect the rights of
Certificate
Owners as they may indirectly exercise such rights through the
Depository and
participating members thereof, except as otherwise specified
herein; provided,
however, that the Trustee shall be required to recognize as a
"Holder" or
"Certificateholder" only the Person in whose name a Certificate
is registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
-------------------
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of such Certificate, as reflected on
the books of an
indirect participating brokerage firm for which a Depository
Participant acts as
agent, if any, and otherwise on the books of a Depository
Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate
(other
than any Interest Only Certificate), on any date of
determination, an amount
equal to:
(i) the Initial Certificate Principal Balance of such
Certificate as
specified on the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate
Principal
Balance of such Certificate pursuant to Section 4.02, plus
6
<PAGE>
(iii) in the case of each Accrual Certificate, an amount equal
to the
aggregate Accrued Certificate 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 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 evidenced 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.
Certificate Register and Certificate Registrar: The register
maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the
same
designation. The initial Class A-V Certificates and any Subclass
thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes
of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as
a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash
Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution
Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over
the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section
4.02.
---------------------------------------
Class A-V Certificate: Any one of the Certificates designated as
a Class
A-V Certificate, including any Subclass thereof.
Class B Certificate: Any one of the Certificates designated as a
Class
B-1 Certificate, Class B-2 Certificate or Class B-3
Certificate.
Class M Certificate: Any one of the Certificates designated as a
Class
M-1 Certificate, Class M-2 Certificate or Class M-3
Certificate.
Closing Date: As defined in the Series Supplement.
------------
Code: The Internal Revenue Code of 1986.
7
<PAGE>
Combined Collateral LLC: Combined Collateral LLC, a Delaware
limited
liability company.
Commission: The Securities and Exchange Commission.
----------
Compensating Interest: With respect to any Distribution Date, an
amount
equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in
Full during the related Prepayment Period and Curtailments
during the prior
calendar month and included in the Available Distribution Amount
for such
Distribution Date, but not more than the lesser of (a)
one-twelfth of 0.125% of
the Stated Principal Balance of the Mortgage Loans immediately
preceding such
Distribution Date and (b) the sum of the Servicing Fee and all
income and gain
on amounts held in the Custodial Account and the Certificate
Account and payable
to the Certificateholders with respect to such Distribution
Date; provided that
for purposes of this definition the amount of the Servicing Fee
will not be
reduced pursuant to Section 7.02(a) except as may be required
pursuant to the
last sentence of such paragraph.
Cooperative: A private, cooperative housing corporation which
owns or
leases land and all or part of a building or buildings,
including apartments,
spaces used for commercial purposes and common areas therein and
whose board of
directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building
owned or leased by a Cooperative, which unit the Mortgagor has
an exclusive
right to occupy pursuant to the terms of a proprietary lease or
occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock,
which lease or
agreement confers an exclusive right to the holder of such
Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of
a
Cooperative Apartment, evidenced by a Mortgage Note and secured
by (i) a
Security Agreement, (ii) the related Cooperative Stock
Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements
and (v) a stock
power (or other similar instrument), and ancillary thereto, a
recognition
agreement between the Cooperative and the originator of the
Cooperative Loan,
each of which was transferred and assigned to the Trustee
pursuant to Section
2.01 and are from time to time held as part of the Trust
Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership interest or other
ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan, the
stock certificate or other instrument evidencing the related
Cooperative Stock.
Credit Repository: Equifax, Transunion and Experian, or their
successors
in interest.
8
<PAGE>
Credit Support Depletion Date: The first Distribution Date on
which the
Certificate Principal Balances of the Subordinate Certificates
have been reduced
to zero.
Credit Support Pledge Agreement: The Credit Support Pledge
Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC
Mortgage
Corporation, Combined Collateral LLC and The First National Bank
of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Insurance Payments: As defined in the Series
Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created
and
maintained pursuant to Section 3.07 in the name of a depository
institution, as
custodian for the holders of the Certificates, for the holders
of certain other
interests in mortgage loans serviced or sold by the Master
Servicer and for the
Master Servicer, into which the amounts set forth in Section
3.07 shall be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial Agreement: An agreement that may be entered into among
the
Company, the Master Servicer, the Trustee and a Custodian
pursuant to which the
Custodian will hold certain documents relating to the Mortgage
Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
---------
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof at the Cut-off Date after giving
effect to all
installments of principal due on or prior thereto (or due during
the month of
the Cut-Off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction
in the scheduled Monthly Payment for such Mortgage Loan by a
court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except
such a reduction
constituting a Deficient Valuation or any reduction that results
in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less than
the then outstanding indebtedness under the Mortgage Loan, or
any reduction in
the amount of principal to be paid in connection with any
scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which valuation
or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: Any Certificate other than a
Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a
Qualified Substitute Mortgage Loan.
9
<PAGE>
Delinquent: As used herein, a Mortgage Loan is considered to be:
"30 to
59 days" or "30 or more days" delinquent when a payment due on
any scheduled due
date remains unpaid as of the close of business on the last
business day
immediately prior to the next following monthly scheduled due
date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any
scheduled due
date remains unpaid as of the close of business on the last
business day
immediately prior to the second following monthly scheduled due
date; and so on.
The determination as to whether a Mortgage Loan falls into these
categories is
made as of the close of business on the last business day of
each month. For
example, a Mortgage Loan with a payment due on July 1 that
remained unpaid as of
the close of business on July 31 would then be considered to be
30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the last business day
immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor
Depository
hereafter named. The nominee of the initial Depository for
purposes of
registering those Certificates that are to be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a "clearing
corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State
of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a
Depository effects
book-entry transfers and pledges of securities deposited with
the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which
was
permanently lost or destroyed and has not been replaced.
Determination Date: As defined in the Series Supplement.
------------------
Discount Fraction: With respect to each Discount Mortgage Loan,
the
fraction expressed as a percentage, the numerator of which is
the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage
Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator
of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect
to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series
Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage
Rate (or
the initial Net Mortgage Rate) of less than the Discount Net
Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage
Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series
Supplement.
Disqualified Organization: Any organization defined as a
"disqualified
organization" under Section 860E(e)(5) of the Code, and if not
otherwise
included, any of the following: (i) the United States, any State
or political
subdivision thereof, any possession of the United States, or any
agency or
instrumentality of any of the foregoing (other than an
instrumentality which is
10
<PAGE>
a corporation if all of its activities are subject to tax and,
except for
Freddie Mac, a majority of its board of directors is not
selected by such
governmental unit), (ii) a foreign government, any international
organization,
or any agency or instrumentality of any of the foregoing, (iii)
any organization
(other than certain farmers' cooperatives described in Section
521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income), (iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in
Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee
based upon an
Opinion of Counsel that the holding of an Ownership Interest in
a Class R
Certificate by such Person may cause the Trust Fund or any
Person having an
Ownership Interest in any Class of Certificates (other than such
Person) to
incur a liability for any federal tax imposed
| 
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