|
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
SERIES SUPPLEMENT,
DATED AS OF MARCH 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 2004
Mortgage Pass-Through Certificates
Series 2005-S2
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01
Definitions..........................................................5
Section 1.02 Use of Words and
Phrases............................................19
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans........................................19
Section 2.02 Acceptance by
Trustee...............................................20
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and
the Company.
.....................................................20
Section 2.04 Representations and Warranties of
Sellers...........................22
Section 2.05 Execution and Authentication of
Certificates........................24
Section 2.06 Conveyance of Uncertificated REMIC Regular
Interests; Acceptance
by the Trustee.
..................................................25
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate
Account.................................................27
Section 4.02
Distributions.......................................................27
Section 4.03 Statements to Certificateholders; Statements to
Rating Agencies;
Exchange Act Reporting
...........................................37
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances
by the Master Servicer
...........................................37
Section 4.05 Allocation of Realized
Losses.......................................37
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property.......38
Section 4.07 Optional Purchase of Defaulted Mortgage
Loans.......................38
Section 4.08 Surety
Bond.........................................................38
Section 4.09 Rounding
Account....................................................38
Section 4.10 Principal Distributions on the Insured
Certificates.................39
Section 4.11 Reserve
Fund........................................................43
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates....................................................45
Section 5.02 Registration of Transfer and Exchange of
Certificates...............45
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates...................45
Section 5.04 Persons Deemed
Owners...............................................45
Section 5.05 Appointment of Paying
Agent.........................................45
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
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.........
...................................49
Section 9.02 Additional Termination
Requirements.................................50
Section 9.03 Termination of Multiple
REMICs......................................50
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC
Administration................................................51
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification....51
Section 10.03 Designation of
REMIC(s).............................................51
Section 10.04 Distributions on the Uncertificated REMIC Regular
Interests.........51
Section 10.05 Distributions on the Uncertificated Class A-V
REMIC Regular
Interests...........................................................52
Section 10.06 Compliance with Withholding
Requirements............................53
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment...........................................................54
Section 11.02 Recordation of
Agreement............................................54
Section 11.03 Limitation on Rights of
Certificateholders..........................54
Section 11.04 Governing
Laws......................................................54
Section 11.05
Notices.............................................................54
Section 11.06 Required Notices to Rating Agency, Certificate
Insurer and
Subservicer.........................................................55
Section 11.07 Severability of
Provisions..........................................56
Section 11.08 Supplemental Provisions for
Resecuritization........................56
Section 11.09 Allocation of Voting
Rights.........................................56
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01 Rights of the Certificate Insurer to Exercise
Rights of Insured
Certificateholders.
..............................................57
Section 12.02 Claims Upon the Certificate Policy; Certificate
Insurance Account...57
Section 12.03 Effect of Payments by the Certificate Insurer;
Subrogation..........58
Section 12.04 Notices and Information to the Certificate
Insurer..................59
Section 12.05 Trustee to Hold Certificate
Policy..................................59
Section 12.06
Ratings.............................................................59
Section 12.07 Third Party
Beneficiaries...........................................59
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in Monthly
Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing Agreement
dated as of December 1, 2004
Exhibit Five: Certificate Policy of Financial Guaranty Insurance
Company
</TABLE>
<PAGE>
This is a Series Supplement, dated as of March 1, 2005 (the
"Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of December 1, 2004 and attached as Exhibit Four hereto (the
"Standard Terms"
and, together with this Series Supplement, the "Pooling and
Servicing Agreement"
or "Agreement"), among RESIDENTIAL 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
(excluding the Rounding Account, the Reserve Fund and the
Initial Monthly
Payment Fund), as a real estate mortgage investment conduit (a
"REMIC") for
federal income tax purposes and such segregated pool of assets
will be
designated as "REMIC I." The Uncertificated REMIC Regular
Interests will be
"regular interests" in REMIC I and the Class R-I Certificates
will be the sole
class of "residual interests" in REMIC I for purposes of the
REMIC Provisions
(as defined herein). A segregated pool of assets consisting of
the
Uncertificated REMIC Regular Interests will be designated as
"REMIC II," and the
REMIC Administrator will make a separate REMIC election with
respect thereto.
The Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class
A-P Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates,
Class B-3
Certificates and the Uncertificated Class A-V REMIC Regular
Interests will be
"regular interests" in REMIC II and the Class R-II Certificates
will be the sole
class of "residual interests" therein for purposes of the REMIC
Provisions. The
Class A-V Certificates will represent the entire beneficial
ownership interest
in the Uncertificated Class A-V REMIC Regular Interests.
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.
1
<PAGE>
The following table irrevocably sets forth the designation, the
REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance,
and solely for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the Uncertificated
REMIC Regular
Interests. None of the Uncertificated REMIC Regular Interests
will be
certificated.
<TABLE>
<CAPTION>
REMIC I
PASS-THROUGH INITIAL UNCERTIFICATED LATEST
DESIGNATION RATE PRINCIPAL BALANCE POSSIBLE MATURITY(1)
<S> <C> <C> <C> <C>
REMIC I Regular Interest X 5.42% $ 25,000,000.00 March 25,
2035
REMIC I Regular Interest Y 5.50% $ 232,980,546.59 March 25,
2035
REMIC I Regular Interest Z 0.00% $ 2,878,895.30 March 25,
2035
REMIC I IO Regular (2) (3) March 25, 2035
Interests
</TABLE>
-------------------
(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
Mortgage Loan with the latest maturity date has been designated
as the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in accordance with the definition of "REMIC I
Pass-Through
Rate" herein.
(3) The REMIC I IO Regular Interests have no Uncertificated
Principal
Balance.
2
<PAGE>
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
PASS-THROUGH PRINCIPAL FEATURES(1) DATE FITCH/ MINIMUM
DESIGNATION RATE BALANCE S&P/MOODY'S DENOMINATIONS(2)
<S> <C> <C> <C> <C> <C>
<C>
Class A-1 5.25% $ 25,000,000.00 Senior/Retail March 25, 2035
AAA/AAA/Aaa $1,000
Lottery/Insured/Fixed
Rate
Class A-2 5.50% $ 23,903,000.00 Super March 25, 2035 AAA/AAA/NA
$25,000
Senior/Lockout/Fixed
Rate
Class A-3 5.50% $ 1,886,000.00 Senior March 25, 2035 AAA/AAA/NA
$25,000
Support/Lockout/Fixed
Rate
Class A-4 5.50% $ 0.00 Senior/Interest March 25, 2035 AAA/AAA/NA
$500,000
Only/Fixed Rate
Class A-5 5.50% $176,142,000.00 Senior/Fixed Rate March 25, 2035
AAA/AAA/NA $25,000
Class A-6 5.50% $ 23,484,000.00 Senior/Fixed Rate March 25, 2035
AAA/AAA/NA $25,000
Class A-P 0.00% $ 2,878,895.30 Senior/Principal Only March 25,
2035 AAA/AAA/NA $25,000
Class A-V Variable Rate $ 0.00 Senior/Interest March 25, 2035
AAA/AAA/NA $2,000,000
Only/Variable Rate
Class R-I 5.50% $ 100.00 Senior/Residual/Fixed March 25, 2035
AAA/AAA/NA 20%
Rate
Class R-II 5.50% $ 100.00 Senior/Residual/Fixed March 25, 2035
AAA/AAA/NA 20%
Rate
Class M-1 5.50% $ 3,913,400.00 Mezzanine/Fixed Rate March 25,
2035 AA/NA/NA $25,000
Class M-2 5.50% $ 1,565,100.00 Mezzanine/Fixed Rate March 25,
2035 A/NA/NA $250,000
Class M-3 5.50% $ 782,600.00 Mezzanine/Fixed Rate March 25, 2035
BBB/NA/NA $250,000
Class B-1 5.50% $ 521,700.00 Subordinate/Fixed Rate March 25,
2035 BB/NA/NA $250,000
Class B-2 5.50% $ 391,300.00 Subordinate/Fixed Rate March 25,
2035 B/NA/NA $250,000
Class B-3 5.50% $ 391,346.59 Subordinate/Fixed Rate March 25,
2035 NA/NA/NA $250,000
</TABLE>
________________
1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6,
Class A-P, Class A-V and Class M Certificates shall be
Book-Entry
Certificates. The Class R Certificates and Class B Certificates
shall be
delivered to the holders thereof in physical form.
2 The Certificates, other than the Class R Certificates, shall
be issuable
in minimum dollar denominations as indicated above (by
Certificate
Principal Balance or Notional Amount, as applicable) and
integral
multiples of $1 (or $1,000 in the case of the Class 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 each Class of Class
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. The Class
R
Certificates shall be issuable in minimum denominations of not
less than
a 20% Percentage Interest; provided, however, that one of each
Class of
Class R Certificate will be issuable to Residential Funding as
"tax
matters person" pursuant to Section 10.01(c) and (e) in a
minimum
denomination representing a Percentage Interest of not less than
0.01%.
3
<PAGE>
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $260,859,541.89
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
4
<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.
Bankruptcy Amount: As of any date of determination prior to the
first
anniversary of the Cut-off Date, an amount equal to the excess,
if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses
allocated solely to
one or more specific Classes of Certificates in accordance with
Section 4.05 of
this Series Supplement. As of any date of determination on or
after the first
anniversary of the Cut-off Date, an amount equal to the excess,
if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of
the
close of business on the Business Day immediately preceding the
most
recent anniversary of the Cut-off Date coinciding with or
preceding such
date of determination (or, if such date of determination is
an
anniversary of the Cut-off Date, the Business Day immediately
preceding
such date of determination) (for purposes of this definition,
the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all
the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary
(other than Additional Collateral Loans, if any) having a
Loan-to-Value Ratio at origination which exceeds 75% and
(ii)
$100,000; and
(B) the greater of (i) the product of (x) an amount equal to the
largest
difference in the related Monthly Payment for any
Non-Primary
Residence Loan remaining in the Mortgage Pool (other than
Additional
Collateral Loans, if any) which had an original Loan-to-Value
Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was
equal to the weighted average (based on the principal balance of
the
Mortgage Loans as of the Relevant Anniversary) of the Net
Mortgage
Rates of all Mortgage Loans as of the Relevant Anniversary less
1.25%
per annum, (y) a number equal to the weighted average remaining
term
to maturity, in months, of all Non-Primary Residence Loans
remaining
in the Mortgage Pool as of the Relevant Anniversary, and (z) one
plus
the quotient of the number of all Non-Primary Residence
Loans
remaining in the Mortgage Pool divided by the total number
of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant
Anniversary, and (ii) $50,000, over (2) the aggregate amount
of
Bankruptcy Losses allocated solely to one or more specific
Classes of
Certificates in accordance with Section 4.05 since the
Relevant
Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer
(including accelerating the manner in which such coverage is
reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such reduction shall
not reduce the
rating assigned to any Class of Certificates by such Rating
Agency (without
giving effect to the Certificate Policy in the case of ratings
of the Insured
Certificates by Fitch or S&P) 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.
5
<PAGE>
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 2005-S2" and which must be an
Eligible
Account.
Certificate Insurance Account: The account established pursuant
to
Section 12.02(b) of this Series Supplement.
Certificate Insurance Payment: Any payment made by the
Certificate
Insurer with respect to the Insured Certificates under the
Certificate Policy.
Certificate Insurer: Financial Guaranty Insurance Company, a
stock
insurance company organized and created under the laws of the
State of New York,
and any successors thereto, issuer of the Certificate
Policy.
Certificate Insurer Default: The existence and continuance of a
failure
by the Certificate Insurer to make a payment required under the
Certificate
Policy in accordance with its terms.
Certificate Policy: The certificate guaranty insurance policy
No. 0503006
issued by the Certificate Insurer for the benefit of the Holders
of the Insured
Certificates, including any endorsements thereto, attached
hereto as Exhibit
Five.
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, however, that solely for
purposes of determining the Certificate Insurer's rights as
subrogee to the Insured Certificateholders, the Certificate
Principal Balance of any Insured Certificate shall be deemed
to
not be reduced by any principal amounts paid to the Holder
thereof from Certificate Insurance Payments, unless such
amounts
have been reimbursed to the Certificate Insurer pursuant to
Section 4.02(a)(xvi);
6
<PAGE>
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 (not taking
into consideration any reductions in the Certificate Principal
Balance of the
Insured Certificates due to a withdrawal of funds from the
Rounding Account)
over (B) the then aggregate Stated Principal Balance of the
Mortgage Loans.
Class A Certificate: Any one of the Class A-1, Class A-2, Class
A-3,
Class A-4, Class A-5, Class A-6, Class A-P or Class A-V
Certificates, executed
by the Trustee and authenticated by the Certificate Registrar
substantially in
the form annexed to the Standard Terms as Exhibit A.
Class R Certificate: Any one of the Class R-I Certificates 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 D
and evidencing an interest designated as a "residual interest"
in each REMIC for
purposes of the REMIC Provisions.
Closing Date: March 24, 2005.
Corporate Trust Office: The principal office of the Trustee at
which at any
particular time its corporate trust business with respect to
this Agreement
shall be administered, which office at the date of the execution
of this
Agreement is located at U.S. Bank National Association, U.S.
Bank Corporate
Trust Services, EP-MN-WS3D, 60 Livingston Avenue, St. Paul,
Minnesota 55107,
Attention: Residential Funding Corporation Series 2005-S2.
Corresponding Certificates: With respect to REMIC I Regular
Interest X,
the Class A-1 Certificates; with respect to REMIC I Regular
Interest Y, the
Class A-2, Class A-3, Class A-5, Class A-6, Class M-1, Class
M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates;
with respect to
REMIC I Regular Interest Z, the Class A-P Certificates; and with
respect to the
REMIC I IO Regular Interests, the Class A-V Certificates.
Cumulative Insurance Payments: As of any time of determination,
the
aggregate of all Certificate Insurance Payments previously made
by the
Certificate Insurer under the Certificate Policy minus the
aggregate of all
payments previously made to the Certificate Insurer pursuant to
Sections
4.02(a)(xvi) of this Series Supplement as reimbursement for
Certificate
Insurance Payments.
Cut-off Date: March 1, 2005.
Deceased Holder: A Certificate Owner of an Insured Certificate
who was a
natural person living at the time such interest was acquired and
whose
authorized personal representative, surviving tenant by the
entirety, surviving
joint tenant or surviving tenant in common or other person
empowered to act on
behalf of a deceased Certificate Owner causes to be furnished to
the Depository
Participant evidence of death satisfactory to the Depository
Participant and any
tax waivers requested by the Depository Participant.
7
<PAGE>
Deficiency Amount: With respect to the Insured Certificates and
as of
any Distribution Date, an amount equal to:
(i) any interest shortfall allocated to the Insured
Certificates, except
for (a) any Prepayment Interest Shortfalls allocated to the
Insured
Certificates and (b) any interest shortfalls caused by the
application
of the Relief Act allocated to the Insured Certificates;
(ii) the principal portion of any Realized Losses allocated to
the
Insured Certificates; and
(iii) the Certificate Principal Balance of the Insured
Certificates to
the extent unpaid on the Scheduled Final Distribution Date.
Determination Date: With respect to any Distribution Date, the
second
Business Day prior to such Distribution Date.
Discount Net Mortgage Rate: 5.50% per annum.
Due Period: With respect to each Distribution Date and any
Mortgage Loan,
the calendar month of such Distribution Date.
Eligible Funds: On any Distribution Date, the portion, if any,
of the
Available Distribution Amount remaining after reduction by the
sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior
Certificates,
(ii) the Senior Principal Distribution Amount (determined
without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the
Class A-P
Principal Distribution Amount (determined without regard to
Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate
amount of
Accrued Certificate Interest on the Class M, Class B-1, Class
B-2 and Class B-3
Certificates.
Fraud Loss Amount: As of any date of determination after the
Cut-off
Date, an amount equal to: (X) prior to the third anniversary of
the Cut-off
Date, an amount equal to 1.00% of the aggregate outstanding
principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the
aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of
Certificates in
accordance with Section 4.05 of this Series Supplement since the
Cut-off Date up
to such date of determination, and (Y) from the third to the
fifth anniversary
of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and
(b) 0.50% of
the aggregate outstanding principal balance of all of the
Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the
aggregate amount
of Fraud Losses allocated solely to one or more specific Classes
of Certificates
in accordance with Section 4.05 of this Series Supplement since
the most recent
anniversary of the Cut-off Date up to such date of
determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount
shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including accelerating the manner in which such coverage is
reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such reduction shall
not reduce the
rating assigned to any Class of Certificates by such Rating
Agency (without
giving effect to the Certificate Policy in the case of ratings
of the Insured
Certificates by Fitch or S&P) 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.
8
<PAGE>
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.
Individual Insured Certificate: An Insured Certificate that
evidences
$1,000 Initial Certificate Principal Balance.
Initial Monthly Payment Fund: $2,644, representing scheduled
principal
amortization and interest at the Net Mortgage Rate during the
Due Period ending
in March 2005, 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 A-4
Certificates,
$772,727. With respect to any Class A-V Certificates or Subclass
thereof issued
pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the
Mortgage Loans corresponding to the Uncertificated Class A-V
REMIC Regular
Interests represented by such Class or Subclass on such
date.
Initial Subordinate Class Percentage: With respect to each Class
of
Subordinate Certificates, an amount which is equal to the
initial aggregate
Certificate Principal Balance of such Class of Subordinate
Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage
Loans as of the
Cut-off Date as follows:
Class M-1: 1.50% Class B-1: 0.20%
Class M-2: 0.60% Class B-2: 0.15%
Class M-3: 0.30% Class B-3: 0.15%
Insurance Premium: With respect to any Distribution Date, an
amount
equal to 1/12th of the product of (a) the Certificate Principal
Balance of the
Class A-1 Certificates as of such Distribution Date (prior to
giving effect to
any distributions thereon on such Distribution Date) and (b) the
Premium
Percentage (as defined in a letter agreement among the
Certificate Insurer, the
Company and the Trustee).
Insured Certificates: Any one of the Class A-1 Certificates.
Insured Payment: With respect to the Insured Certificates, (a)
as of any
Distribution Date, any Deficiency Amount, and (b) any Preference
Amount.
Interest Accrual Period: With respect to any Certificates and
any
Distribution Date, the calendar month preceding the month in
which such
Distribution Date occurs.
9
<PAGE>
Interest Only Certificates: Any one of the Class A-4
Certificates or Class
A-V Certificates. The Interest Only Certificates will have no
Certificate
Principal Balance.
Living Owner: A Certificate Owner of an Insured Certificate
other than a
Deceased Holder.
Lockout Certificates: The Class A-2 Certificates and Class
A-3
Certificates.
Lockout Percentage: For any Distribution Date occurring prior to
the
Distribution Date in April 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%.
Maturity Date: With respect to each Class of Certificates, March
25,
2035, the Distribution Date immediately following the latest
scheduled maturity
date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit One (as amended from time to time to reflect
the addition of
Qualified Substitute Mortgage Loans), which list or lists shall
set forth the
following information as to each Mortgage Loan:
(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; and
(l) a code "N" under the column "OCCP CODE," indicating that
the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of
the information required.
Non-Discount Mortgage Loan: The mortgage loans other than the
Discount
Mortgage Loans.
10
<PAGE>
Notional Amount: As of any Distribution Date, with respect to
the Class
A-4 Certificates, an amount equal to 17/550 multiplied by the
Certificate
Principal Balance of the Class A-1 Certificates. For federal
income tax
purposes, however, as of any Distribution Date, with respect to
the Class A-4
Certificates, the equivalent of the foregoing, expressed as the
Uncertificated
Principal Balance of REMIC I Regular Interest X.
As of the Closing Date, the Notional Amount of the Class A-4
Certificates is
equal to $772,727. As of any Distribution Date, with respect to
any Class A-V
Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans as of
the day immediately preceding such Distribution Date (or with
respect to the
initial Distribution Date, at the close of business on the
Cut-off Date). For
federal income tax purposes, however, as of any Distribution
Date, with respect
to any Class A-V Certificates or Subclass thereof issued
pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage
Loans
corresponding to the Uncertificated 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 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 A-V Certificates (other than any Subclass
thereof) and any
Distribution Date, a rate equal to the weighted average,
expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans as of
the Due Date in
the related Due Period, weighted on the basis of the respective
Stated Principal
Balances of such Mortgage Loans as of the day immediately
preceding such
Distribution Date (or, with respect to the initial Distribution
Date, at the
close of business on the Due Date in the month preceding the
month of such
Distribution Date). With respect to the Class A-V Certificates
and the initial
Distribution Date the Pass-Through Rate is equal to
approximately 0.0579% per
annum. With respect to any Subclass of Class A-V Certificates
and any
Distribution Date, a rate equal to the weighted average,
expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans
corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by
such Subclass as
of the Due Date in the related Due Period, weighted on the basis
of the
respective Stated Principal Balances of such Mortgage Loans as
of the day
immediately preceding such Distribution Date (or with respect to
the initial
Distribution Date, at the close of business on the Due Date in
the month
preceding the month of such Distribution 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 Mortgage Loan, a per annum
rate
equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per
annum.
Preference Amount: Any amount previously distributed to an
Insured
Certificateholder on an Insured Certificate that is recoverable
and recovered
from such Certificateholder as a voidable preference by a
trustee in bankruptcy
pursuant to the United States Bankruptcy Code (11 U.S.C.), as
amended from time
to time, pursuant to a final nonappealable order of a court
exercising proper
jurisdiction in an insolvency proceeding.
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
11
<PAGE>
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, under the
applicable
circumstances set forth below, the respective percentages set
forth below:
(i) For any Distribution Date prior to the Distribution Date in
April
2010 (unless the Certificate Principal Balances of the
Senior
Certificates (other than the Class A-P Certificates) have
been
reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not
apply, and on which any Class of Subordinate Certificates is
outstanding with a Certificate Principal Balance greater
than
zero:
(a) in the case of the Class of Subordinate Certificates
then
outstanding with the Highest Priority and each other Class
of
Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed
as a percentage, the numerator of which is the Certificate
Principal Balance of such Class immediately prior to such
date
and the denominator of which is the sum of the Certificate
Principal Balances immediately prior to such date of (1) the
Class of Subordinate Certificates then outstanding with the
Highest Priority and (2) all other Classes of Subordinate
Certificates for which the respective Prepayment
Distribution
Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate Certificates
for
which the Prepayment Distribution Triggers have not been
satisfied, 0%.
Notwithstanding the foregoing, if the application of the
foregoing
percentages on any Distribution Date as provided in Section 4.02
of this Series
Supplement (determined without regard to the proviso to the
definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in
respect of principal of any Class or Classes of Subordinate
Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any
such class, a "Maturing Class"), then: (a) the Prepayment
Distribution
Percentage of each Maturing Class shall be reduced to a level
that, when applied
as described above, would exactly reduce the Certificate
Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage
of each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall
be recalculated in accordance with the provisions in paragraph
(ii) above, as if
the Certificate Principal Balance of each Maturing Class had
been reduced to
zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as
an aggregate percentage, shall be allocated among the
Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the
portion of such
12
<PAGE>
aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment
Percentage"); and (d) for purposes of such Distribution Date,
the Prepayment
Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated
in accordance
with the provisions in paragraph (ii) above as if the
Certificate Principal
Balance of each Maturing Class had not been reduced to zero,
plus (2) the
related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P
Certificates.
Random Lot: With respect to any Distribution Date, the method by
which
the Depository will determine which Insured Certificates will be
paid, using its
established random lot procedures or, if the Insured
Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's
procedures.
Record Date: With respect to each Distribution Date and each
Class of
Certificates, the close of business on the last Business Day of
the month next
preceding the month in which the related Distribution Date
occurs.
REMIC I: The segregated pool of assets related to this Series,
with
respect to which a REMIC election is to be made (except as
provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage
Loans
due after the Cut off Date (other than Monthly Payments due
in
the month of the Cut-off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified
as
belonging to the Trust Fund, but not including amounts on
deposit
in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been
acquired
for the benefit of the Certificateholders by foreclosure or
deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if
any, and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election with respect
to REMIC
I specifically excludes the Initial Monthly Payment Fund, the
Rounding Account
and the Reserve Fund.
REMIC I Certificates: The Class R-I Certificates.
REMIC I IO Notional Amount: With respect to each REMIC I IO
Regular
Interest, an amount equal to the aggregate Stated Principal
Balance of the
related Non-Discount Mortgage Loan.
13
<PAGE>
REMIC I IO Regular Interests: The 317 uncertificated partial
undivided
beneficial ownership interests in REMIC I, relating to each
Non-Discount
Mortgage Loan, each having no principal balance, and each
bearing interest at
the related REMIC I Pass-Through Rate on the related REMIC I IO
Notional Amount.
REMIC I Pass-Through Rate: With respect to REMIC I Regular
Interest X,
5.42%. With respect to REMIC I Regular Interest Y, 5.50%. With
respect to REMIC
I Regular Interest Z, 0.00%. With respect to each REMIC I IO
Regular Interest,
the Pool Strip Rate for the related Non-Discount Mortgage
Loan.
REMIC I Regular Interest X: An uncertificated partial
undivided
beneficial ownership interest in REMIC I having a principal
balance equal to the
aggregate of the Certificate Principal Balance of the Class A-1
Certificates,
and which bears interest at a rate equal to 5.42% per annum.
REMIC I Regular Interest Y: An uncertificated partial
undivided
beneficial ownership interest in REMIC I having a principal
balance equal to the
amount of the Class A-2, Class A-3, Class A-5, Class A-6, Class
M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates, and
which bears interest at a rate equal to 5.50% per annum.
REMIC I Regular Interest Z: An uncertificated partial
undivided
beneficial ownership interest in REMIC I having a principal
balance equal to the
aggregate Certificate Principal Balance of the Class A-P
Certificates, and which
bears interest at a rate equal to 0.00% per annum.
REMIC I IO 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 10.04.
REMIC I Regular Interest X Distribution Amount: With respect to
any
Distribution Date, the sum of the amounts deemed to be
distributed on the REMIC
I Regular Interest X for such Distribution Date pursuant to
Section 10.04.
REMIC I Regular Interest Y Distribution Amount: With respect to
any
Distribution Date, the sum of the amounts deemed to be
distributed on the REMIC
I Regular Interest Y for such Distribution Date pursuant to
Section 10.04.
REMIC I Regular Interest Z Distribution Amount: With respect to
any
Distribution Date, the sum of the amounts deemed to be
distributed on the REMIC
I Regular Interest Z for such Distribution Date pursuant to
Section 10.04.
REMIC I Regular Interest Distribution Amounts: The REMIC I
Regular
Interest X Distribution Amount, the REMIC I Regular Interest Y
Distribution
Amount, the REMIC I Regular Interest Z Distribution Amount and
the REMIC I IO
Regular Interest Distribution Amount.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC Regular Interests conveyed in trust to the Trustee for the
benefit of the
holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6,
Class A-P, Class A-V Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2,
Class B-3 and Class R-II Certificates pursuant to Section 2.06,
with respect to
which a separate REMIC election is to be made.
14
<PAGE>
REMIC II Certificates: Any of the Class A-1, Class A-2, Class
A-3, Class
A-4, Class A-5, Class A-6, Class A-P, Class A-V, Class M-1,
Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates.
Reserve Fund: Any one or more segregated trust accounts
established
pursuant to Section 4.11 that are Eligible Accounts, which shall
be titled
"Reserve Fund, U.S. Bank National Association, as trustee for
the registered
holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage
Pass-Through Certificates, Series 2005-S2, Class A-1."
Reserve Fund Deposit: $15,000.
Reserve Fund Withdrawal: As defined in Section 4.11.
Rounding Account: With respect to the Insured Certificates, the
account
created and maintained for such Insured Certificates pursuant to
Section 4.09.
Rounding Amount: With respect to the Rounding Account, the
amount of
funds, if any, needed to be withdrawn and used to round the
amount of any
distributions in reduction of the Certificate Principal Balance
of the Insured
Certificates upward to the next higher integral multiple of
$1,000.
Scheduled Final Distribution Date: March 25, 2035.
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: As of any Distribution Date, the lesser of
100% and a
fraction, expressed as a percentage, the numerator of which is
the aggregate
Certificate Principal Balance of the Senior Certificates (other
than the Class
A-P Certificates) immediately prior to such Distribution Date
and the
denominator of which is the aggregate Stated Principal Balance
of all of the
Mortgage Loans (or related REO Properties) (other than the
related Discount
Fraction of the Stated Principal Balance of each Discount
Mortgage Loan)
immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution
Date, the
lesser of (a) the balance of the Available Distribution Amount
remaining after
the distribution of all amounts required to be distributed
pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement
or, after the
Credit Support Depletion Date, the amount required to be
distributed to the
Class A-P Certificateholders pursuant to Section 4.02(c) and
Section 4.02(d) of
this Series Supplement and (b) the sum of the amounts required
to be distributed
to the Senior Certificateholders on such Distribution Date
pursuant to Section
4.02(a)(ii)(Y) of this Series Supplement.
15
<PAGE>
Senior Support Certificates: The Class A-3 Certificates.
Senior Underwriter: Goldman, Sachs & Co.
Special Hazard Amount: As of any Distribution Date, an amount
equal to
$2,898,679 minus the sum of (i) the aggregate amount of Special
Hazard Losses
allocated solely to one or more specific Classes of Certificates
in accordance
with Section 4.05 of this Series Supplement and (ii) the
Adjustment Amount (as
defined below) as most recently calculated. For each anniversary
of the Cut-off
Date, the Adjustment Amount shall be equal to the amount, if
any, by which the
amount calculated in accordance with the preceding sentence
(without giving
effect to the deduction of the Adjustment Amount for such
anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding
principal balance
of the Mortgage Loan in the Trust Fund which has the largest
outstanding
principal balance on the Distribution Date immediately preceding
such
anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal
balance of all Mortgage Loans on the Distribution Date
immediately preceding
such anniversary and (iii) the aggregate outstanding principal
balance (as of
the immediately preceding Distribution Date) of the Mortgage
Loans in any single
five-digit California zip code area with the largest amount of
Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the
greater of (i)
the product of 0.50% multiplied by the outstanding principal
balance of all
Mortgage Loans on the Distribution Date immediately preceding
such anniversary
multiplied by a fraction, the numerator of which is equal to the
aggregate
outstanding principal balance (as of the immediately preceding
Distribution
Date) of all of the Mortgage Loans secured by Mortgaged
Properties located in
the State of California divided by the aggregate outstanding
principal balance
(as of the immediately preceding Distribution Date) of all of
the Mortgage
Loans, expressed as a percentage, and the denominator of which
is equal to
32.22% (which percentage is equal to the percentage of Mortgage
Loans initially
secured by Mortgaged Properties located in the State of
California) and (ii) the
aggregate outstanding principal balance (as of the immediately
preceding
Distribution Date) of the largest Mortgage Loan secured by a
Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative
Apartment)
located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer
(including accelerating the manner in which coverage is reduced)
provided that
prior to any such reduction, the 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 ratings
of the Insured
Certificates by Fitch or S&P) below the lower of the
then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating
Agency and (ii) provide a copy of such written confirmation to
the Trustee.
Subordinate Principal Distribution Amount: With respect to
any
Distribution Date and each Class of Subordinate Certificates,
(a) the sum of (i)
the product of (x) the related Subordinate Class 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 Senior Percentage) to the extent
not payable to
the Senior Certificates; (ii) such Class's pro rata share, based
on the
Certificate Principal Balance of each Class of Subordinate
Certificates then
outstanding, of the principal collections described in
Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving
effect to the
16
<PAGE>
Senior Accelerated Distribution Percentage) to the extent such
collections are
not otherwise distributed to the Senior Certificates; (iii) the
product of (x)
the related Prepayment Distribution Percentage and (y) the
aggregate of all
Principal Prepayments in Full received in the related Prepayment
Period and
Curtailments received in the preceding calendar month (other
than the related
Discount Fraction of such Principal Prepayments in Full and
Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable
to the Senior
Certificates; (iv) if such Class is the Class of Subordinate
Certificates with
the Highest Priority, any Excess Subordinate Principal Amount
for such
Distribution Date; and (v) any amounts described in clauses (i),
(ii) and (iii)
as determined for any previous Distribution Date, that remain
undistributed to
the extent that such amounts are not attributable to Realized
Losses which have
been allocated to a Class of Subordinate Certificates minus (b)
the sum of (i)
with respect to the Class of Subordinate Certificates with the
Lowest Priority,
any Excess Subordinate Principal Amount for such Distribution
Date; and (ii) the
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, multiplied by a fraction, the numerator of which
is the
Subordinate Principal Distribution Amount for such Class of
Subordinate
Certificates, without giving effect to this clause (b)(ii), and
the denominator
of which is the sum of the principal distribution amounts for
all Classes of
Certificates other than the Class A-P Certificates, without
giving effect to any
reductions for the Capitalization Reimbursement Amount.
Super Senior Certificates: The Class A-2 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 the Super Senior
Certificates immediately
prior to such Distribution Date and the denominator of which is
the aggregate
Certificate Principal Balance of the Senior Certificates (other
than the Class
A-P Certificates) immediately prior to such Distribution
Date.
Super Senior Optimal Principal Distribution Amount: As to
any
Distribution Date on or after the 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 Senior Principal
Distribution Amount.
Trust Fund: REMIC I, REMIC II, the Initial Monthly Payment Fund,
the
Reserve Fund and with respect to the Class A-1 Certificates
only, the
Certificate Policy and the Rounding Account.
Uncertificated Accrued Interest: With respect to each
Distribution Date,
(i) as to REMIC I Regular Interest X, an amount equal to the
aggregate amount of
Accrued Certificate Interest that would result under the terms
of the definition
thereof on the Class A-1 Certificates if the Pass-Through Rate
on such Class
were equal to the related REMIC I Pass-Through Rate and the
aggregate
Certificate Principal Balance were equal to the related
Uncertificated Principal
Balance, (ii) as to REMIC I Regular Interest Y, an amount equal
to the aggregate
amount of Accrued Certificate Interest that would result under
the terms of the
definition thereof on the Class A-2 Certificates, Class A-3
Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class M-1
Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates,
Class B-2
Certificates, Class B-3 Certificates and Class R-II Certificates
if the
Pass-Through Rate on each such Class were equal to the related
REMIC I
Pass-Through Rate and the aggregate Certificate Principal
Balance were equal to
the related Uncertificated Principal Balance, and (iii) as to
each REMIC I IO
Regular Interest, an amount equal to the aggregate amount of
Uncertificated
17
<PAGE>
Class A-V REMIC Accrued Interest that would result under the
terms of the
definition thereof with respect to the related Uncertificated
Class A-V REMIC
Regular Interest, if the Pass-Through Rate on such
uncertificated interest were
equal to the related REMIC I Pass-Through Rate and the Notional
Amount of such
uncertificated interest were equal to the related REMIC I IO
Notional Amount;
provided, that any reduction in the amount of Accrued
Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls,
Realized Losses
or other amounts to the Certificates pursuant to Sections
4.02(a) and 4.05
hereof shall be allocated to the Uncertificated REMIC Regular
Interests for
which such Certificates (or, in the case of interest only
Certificates, the
related principal and interest Certificates) are the
Corresponding Certificates.
Uncertificated Class A-V REMIC Accrued Interest: With respect to
each
Distribution Date, as to each Uncertificated Class A-V REMIC
Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate
Interest that
would result under the terms of the definition thereof with
respect to the
related Class A-V Certificates or related Subclass, if the
Pass-Through Rate on
such Certificate or Subclass were equal to the related
Uncertificated Class A-V
REMIC Pass-Through Rate and the Notional Amount of such
Certificate or Subclass
were equal to the related Uncertificated Class A-V REMIC
Notional Amount; any
reduction in the amount of Accrued Certificate Interest
resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or
other amounts
to the Class A-V Certificateholders pursuant to Section 4.05
hereof shall be
allocated to the Uncertificated Class A-V REMIC Regular
Interests pro rata in
accordance with the amount of interest accrued with respect to
each related
Uncertificated Class A-V REMIC Regular Interest and such
Distribution Date.
Uncertificated Class A-V REMIC Notional Amount: With respect to
each
Uncertificated Class A-V REMIC Regular Interest, the amount of
the related REMIC
I IO Notional Amount.
Uncertificated Class A-V REMIC Pass-Through Rate: With respect
to each
Uncertificated Class A-V REMIC Regular Interest, a per annum
rate equal to the
Pool Strip Rate with respect to the related Mortgage Loan. For
federal income
tax purposes, however, each Uncertificated Class A-V REMIC
Regular Interest will
not have a pass-through rate and Uncertificated Class A-V REMIC
Accrued Interest
therefor will be equal to 100% of the interest distributed with
respect to the
related REMIC I IO Regular Interest.
Uncertificated Class A-V REMIC Regular Interest Distribution
Amounts:
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 4.08(a).
Uncertificated Class A-V REMIC Regular Interests: The 317
uncertificated
partial undivided beneficial ownership interests in the Trust
Fund, each having
no principal balance, and each bearing interest at a per annum
rate equal to the
respective Pool Strip Rate on the Stated Principal Balance of
the related Non
Discount Mortgage Loan.
18
<PAGE>
Uncertificated Principal Balance: With respect to each
Uncertificated
REMIC Regular Interest on any date of determination, an amount
equal to (A) (i)
$25,000,000.00 with respect to REMIC I Regular Interest X, (ii)
$232,980,546.59
with respect to REMIC I Regular Interest Y, and (iii)
$2,878,895.30 with respect
to REMIC I Regular Interest Z minus (B) the sum of (x) the
aggregate of all
amounts previously deemed distributed with respect to such
interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant
to Sections
10.04(a)(ii) and 10.04 (b), and (y) the aggregate of all
reductions in
Uncertificated Principal Balance deemed to have occurred in
connection with
Realized Losses that were previously deemed allocated to the
Uncertificated
Principal Balance of such Uncertificated REMIC Regular Interest
pursuant to
Section 10.04(d).
Uncertificated REMIC Regular Interests: REMIC I Regular Interest
X,
REMIC I Regular Interest Y, REMIC I Regular Interest Z and REMIC
I IO Regular
Interests.
Underwriters: Goldman, Sachs & Co. 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.
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)
(a) The Company, concurrently with the execution and delivery
hereof, does
hereby assign to the Trustee without recourse all the right,
title and interest
of the Company in and to the Mortgage Loans, including all
interest and
principal received on or with respect to the Mortgage Loans
after the Cut-off
Date (other than payments of principal and interest due on the
Mortgage Loans in
the month of the Cut-off Date). In connection with such transfer
and assignment,
the Company does hereby deliver to the Trustee the Certificate
Policy (as
defined in the Series Supplement), if any. The Company, the
Master Servicer and
the Trustee agree that it is not intended that any mortgage loan
be included in
the Trust that is (i) a "High-Cost Home Loan" as defined in the
New Jersey Home
Ownership Security Act effective November 27, 2003, (ii) a
"High-Cost Home Loan"
as defined in the New Mexico Home Loan Protection Act effective
January 1, 2004,
(iii) a "High Cost Home Mortgage Loan" as defined in the
Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) a
"High-Cost Home
Loan" as defined in the Indiana Home Loan Practices Act
effective as of January
1, 2005.
(b) - (h) (See Section 2.01(b) - (h) of the Standard Terms)
19
<PAGE>
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the
Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer
and the Company.
(a) For representations, warranties and covenants of the Master
Servicer,
see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee
for the
benefit of Certificateholders that as of the Closing Date (or,
if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal
and interest as of the Cut-off Date and no Mortgage Loan has
been so
Delinquent more than once in the 12-month period prior to the
Cut-off
Date;
(ii) The information set forth in Exhibit One hereto with
respect to each
Mortgage Loan or the Mortgage Loans, as the case may be, is true
and
correct in all material respects at the date or dates respecting
which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with
level Monthly Payments due, with respect to a majority of the
Mortgage
Loans, on the first day of each month and terms to maturity
at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by
a Mortgaged Property with a Loan-to-Value Ratio at origination
in excess
of 80%, such Mortgage Loan is the subject of a Primary Insurance
Policy
that insures that (a) at least 30% of the Stated Principal
Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is
between
95.00% and 90.01%, (b) at least 25% of such balance if the
Loan-to-Value
Ratio is between 90.00% and 85.01%, and (c) at least 12% of such
balance
if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the
best of
the Company's knowledge, each such Primary Insurance Policy is
in full
force and effect and the Trustee is entitled to the benefits
thereunder;
(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 1.3% of the Mortgage Loans by aggregate
Cut-off Date
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
1.2% of the Mortgage Loans by aggregate Stated Principal Balance
as of
the Cut-off Date are secured by Mortgaged Properties located in
any one
zip code area outside Virginia;
(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;
20
<PAGE>
(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 21.07% of the Mortgage Loans by aggregate
Cut-off Date
Principal Balance 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 Mortgage Loans is a Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section
860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each
Mortgage Loan and is valid and binding and remains in full force
and
effect, unless the Mortgaged Properties are located in the State
of Iowa
and an attorney's certificate has been provided as described in
the
Program Guide;
(xiv) 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.
21
<PAGE>
It is understood and agreed that the representations and
warranties set forth in
this Section 2.03(b) shall survive delivery of the respective
Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee
or any Custodian of a breach of any of the representations and
warranties set
forth in this Section 2.03(b) that materially and adversely
affects the
interests of the Certificateholders in any Mortgage Loan, the
party discovering
such breach shall give prompt written notice to the other
parties (any Custodian
being so obligated under a Custodial Agreement); provided,
however, that in the
event of a breach of the representation and warranty set forth
in Section
2.03(b)(xii), the party discovering such breach shall give such
notice within
five days of discovery. Within 90 days of its discovery or its
receipt of notice
of breach, the Company shall either (i) cure such breach in all
material
respects or (ii) purchase such Mortgage Loan from the Trust Fund
at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company
shall have the option to substitute a Qualified Substitute
Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within
two years
following the Closing Date; provided that if the omission or
defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days
from the date such breach was discovered. Any such substitution
shall be
effected by the Company under the same terms and conditions as
provided in
Section 2.04 for substitutions by Residential Funding. It is
understood and
agreed that the obligation of the Company to cure such breach or
to so purchase
or substitute for any Mortgage Loan as to which such a breach
has occurred and
is continuing shall constitute the sole remedy respecting such
breach available
to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Notwithstanding the foregoing, the Company shall not be required
to cure
breaches or purchase or substitute for Mortgage Loans as
provided in this
Section 2.03(b) if the substance of the breach of a
representation set forth
above also constitutes fraud in the origination of the Mortgage
Loan.
Section 2.04 Representations and Warranties of Sellers.
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
22
<PAGE>
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
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
23
<PAGE>
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.
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.
24
<PAGE>
Section 2.06 Conveyance of Uncertificated REMIC Regular
Interests; Acceptance by
the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution
and delivery hereof, does hereby assign without recourse all the
right, title
and interest of the Company in and to the Uncertificated REMIC
Regular Interests
to the Trustee for the benefit of the Holders of each Class of
Certificates
(other than the Class R-I Certificates). The Trustee
acknowledges receipt of the
Uncertificated REMIC Regular Interests and declares that it
holds and will hold
the same in trust for the exclusive use and benefit of all
present and future
Holders of each Class of Certificates (other than the Class R-I
Certificates).
The rights of the Holders of each Class of Certificates (other
than the Class
R-I Certificates) to receive distributions from the proceeds of
REMIC II in
respect of such Classes, and all ownership interests of the
Holders of Classes
in such distributions, shall be as set forth in this
Agreement.
25
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
26
<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 (x) Paying Agent appointed by
the Trustee
shall distribute to the Certificate Insurer the Insurance
Premium and,
in the case of a distribution pursuant to Section 4.02(a)(xvi)
below,
the amount required to be distributed to the Certificate
Insurer
pursuant to Section 4.02(a)(xvi) below and (y) (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), in each case to the extent of the Available
Distribution
Amount together with, as to the Insured Certificates, any
Reserve Fund
Withdrawal pursuant to Section 4.11 of this Series Supplement,
any
Insured Payment pursuant to Section 12.02 of this Series
Supplement and
any Rounding Account withdrawal pursuant to Section 4.09 of this
Series
Supplement:
(i) to the Senior Certificates (other than the Class A-P
Certificates) on a pro rata basis based on Accrued
Certificate
Interest payable on such Certificates with respect to such
Distribution Date, Accrued Certificate Interest on such
Classes
of Certificates (or Subclasses, if any, with respect to the
Class
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 "Senior Interest Distribution
Amount");
and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal
Distribution Amount (as defined in Section 4.02(b)(i)
herein);
and
27
<PAGE>
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set
forth
in Section 4.02(b)(ii) through Section 4.02(g), the sum of
the
following (applied to reduce the Certificate Principal
Balances
of such Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of
the following:
(1) the principal portion of each Monthly Payment due during
the
related Due Period on each Outstanding Mortgage Loan (other
than
the related Discount Fraction of the principal portion of
such
payment with respect to a Discount Mortgage Loan), whether
or
not received on or prior to the related Determination Date,
minus the principal portion of any Debt Service Reduction
(other
than the related Discount Fraction of the principal portion
of
such Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased
during the preceding calendar month (or deemed to have been
so
repurchased in accordance with Section 3.07(b) of the
Standard
Terms) pursuant to Sections 2.02, 2.04 or 4.07 of the
Standard
Terms and Section 2.03 of the Standard Terms and this Series
Supplement, and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a
Deleted Mortgage Loan 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); and
(3) the principal portion of all other unscheduled
collections
(other than Principal Prepayments in Full and Curtailments
and
amounts received in connection with a Cash Liquidation or
REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B) of this Series Supplement, including
without
limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) including Subsequent Recoveries, received during
the
preceding calendar month (or deemed to have been so received
in
accordance with Section 3.07(b) 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);
28
<PAGE>
(B) with respect to each Mortgage Loan for which a Cash
Liquidation
or a REO Disposition occurred during the preceding calendar
month (or was deemed to have occurred during such period in
accordance with Section 3.07(b) 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 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 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 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 received in the preceding calendar month
(other
than the related Discount Fraction of such Principal
Prepayments
in Full and Curtailments, with respect to each Discount
Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution
Date;
(E) any amounts described in subsection (ii)(Y), clauses (A),
(B)
and (C) of this Section 4.02(a), as determined for any
previous
Distribution Date, which remain unpaid after application of
amounts previously distributed pursuant to this clause (E)
to
the extent that such amounts are not attributable to
Realized
Losses which have been allocated to the Subordinate
Certificates; minus
(F) the 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,
multiplied
by a fraction, the numerator of which is the Senior
Principal
Distribution Amount, without giving effect to this clause
(F),
and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates other
than
the Class A-P Certificates, without giving effect to any
reductions for the Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the
Subordinate
Certificates have not been reduced to zero, to the Master
Servicer or a
Sub-Servicer, by remitting for deposit to the Custodial Account,
to the extent
29
<PAGE>
of and in reimbursement for any Advances or Sub-Servicer
Advances previously
made with respect to any Mortgage Loan or REO Property which
remain unreimbursed
in whole or in part following the Cash Liquidation or REO
Disposition of such
Mortgage Loan or REO Property, minus any such Advances that were
made with
respect to delinquencies that ultimately constituted Excess
Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution
Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x)
the Subordinate Principal Distribution Amount for such Class of
Certificates for
such Distribution Date, 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 Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of
this Series
Supplement are insufficient therefor, applied in reduction of
the Certificate
Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution
Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates
for such Distribution Date, 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 Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) of this
Series Supplement
are insufficient therefor, applied in reduction of the
Certificate Principal
Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution
Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates
for such Distribution Date 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 Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of this Series
Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance
of the Class M-3 Certificates;
30
<PAGE>
(x) to the Holders of the Class B-1 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution
Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates
for such Distribution Date 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 Sections 4.02(a)(xiii), (xiv) and (xv) of this Series
Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance
of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution
Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates
for such Distribution Date 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 Sections 4.02(a)(xiv) and (xv) of this Series Supplement are
insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class
B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to
(x) the Accrued Certificate Interest thereon for such
Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from
any previous
Distribution Date, except as provided below, minus (y) the
amount of any Class
A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all
previous Distribution Dates, to the extent the amounts available
pursuant to
clause (x) of Section 4.02(a) (xv) of this Series Supplement are
insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates
for such Distribution Date minus (y) the amount of any Class A-P
Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of
the Class B-3 Certificates;
31
<PAGE>
(xvi) to the Certificate Insurer, as subrogee of the Insured
Certificateholders, an amount necessary to reimburse the
Certificate Insurer for
claims paid under the Certificate Policy, to the extent of
Cumulative Insurance
Payments on the Insured Certificates;
(xvii) to the Senior Certificates, in the priority set forth in
Section 4.02(b)
of this Series Supplement, the portion, if any, of the
Available
Distribution Amount remaining after the foregoing
distributions,
together with Insured Payments pursuant to Section 12.02 herein,
any
Reserve Fund Withdrawals pursuant to Section 4.11 herein and
Rounding
Account withdrawals all with respect to the Insured
Certificates,
applied to reduce the Certificate Principal Balances of such
Senior
Certificates, but in no event more than the aggregate of the
outstanding
Certificate Principal Balances of each such Class of Senior
Certificates, and thereafter, to each Class of Subordinate
Certificates
then outstanding beginning with such Class with the Highest
Priority,
any portion of the Available Distribution Amount remaining after
the
Senior Certificates have been retired, applied to reduce the
Certificate
Principal Balance of each such Class of Subordinate
Certificates, but in
no event more than the outstanding Certificate Principal Balance
of each
such Class of Subordinate Certificates; and; and
(xviii) to the Class R-II Certificates, the balance, if any, of
the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to
the Class of Subordinate Certificates outstanding on such
Distribution Date with
the Lowest Priority, or in the event the Subordinate
Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date will be
distributable only
to the extent that (1) a shortfall in the amounts available to
pay Accrued
Certificate Interest on any Class of Certificates results from
an interest rate
reduction in connection with a Servicing Modification, or (2)
such unpaid
Accrued Certificate Interest was attributable to interest
shortfalls relating to
the failure of the Master Servicer to make any required Advance,
or the
determination by the Master Servicer that any proposed Advance
would be a
Nonrecoverable Advance with respect to the related Mortgage Loan
where such
Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO
Disposition or the related Liquidation Proceeds, Insurance
Proceeds and REO
Proceeds have not yet been distributed to the
Certificateholders.
(b) Distributions of principal on the Senior Certificates on
each
Distribution Date occurring prior to the Credit Support
Depletion Date
will be made as follows:
(i) to the Class A-P Certificates, until the Certificate
Principal Balance
thereof is reduced to zero, an amount (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 due during the related
Due
Period, whether or not received on or prior to the related
Determination
Date, minus the Discount Fraction of the principal portion of
any
related Debt Service Reduction which together with other
Bankruptcy
Losses exceeds the Bankruptcy Amount;
32
<PAGE>
(B) the related Discount Fraction of the principal portion of
all
unscheduled collections on each Discount Mortgage Loan 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 (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 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 any previous
Distribution Date
(calculated pursuant to clauses (A) through (C) above) that
remain
undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution
Date and the amount of any Class A-P Collection Shortfalls
remaining
unpaid for all previous Distribution Dates, but only to the
extent of
the Eligible Funds for such Distribution Date; minus
(F) the related Discount Fraction of the portion of the
Capitalization
Reimbursement Amount for such Distribution Date, if any, related
to each
Discount Mortgage Loan; and
(ii) the Senior Principal Distribution Amount shall be
distributed to the
Class R-I Certificates and Class R-II Certificates, concurrently
on a
pro rata basis, until the Certificate Principal Balances thereof
have
been reduced to zero;
33
<PAGE>
(iii) the balance of the Senior Principal Distribution Amount
remaining after
the distribution, if any, described in clause (b)(ii) above
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 Lockout
Certificates' pro
rata share (based on the Certificate Principal Balances thereof
and the
aggregate Certificate Principal Balance of all of the Senior
Certificates (other than the Class A-P Certificates)) of the
aggregate
of the collections described in Section 4.02(a)(ii)(Y)(A), (B),
(D), (C)
and (E);
(iv) an amount equal to the lesser of (a) $25,000 and (b) the
balance of the
Senior Principal Distribution Amount remaining after the
distributions,
if any, described in clauses (b)(ii) and (b)(iii) above, shall
be
distributed for each distribution date commencing on the
distribution
date in April 2008, to the Class A-1 Certificates, until the
Certificate
Principal Balance thereof has been reduced to zero;
(v) the balance of the Senior Principal Distribution Amount
remaining after
the distributions, if any, described in clauses (b)(ii) through
(b)(iv)
above, shall be distributed sequentially to the Class A-5
Certificates
and Class A-6 Certificates, in that order, in each case until
the
Certificate Principal Balances thereof have been reduced to
zero;
(vi) the balance of the Senior Principal Distribution Amount
remaining after
the distributions, if any, described in clauses (b)(ii) through
(b)(v)
above shall be distributed to the Class A-1 Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero;
and
(vii) the balance of the Senior Principal Distribution Amount
remaining after
the distributions, if any, described in clauses (b)(ii) through
(b)(vi)
above shall be distributed to the Lockout Certificates,
concurrently on
a pro rata basis, until the Certificate Principal Balances
thereof have
been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date but
prior to the reduction of the Certificate Principal Balance of
the Senior
Support Certificates to zero, all priorities relating to
distributions as
described above in respect of principal among the various
Classes of Senior
Certificates (other than the Class A-P Certificates) will be
disregarded, and
(i) the remaining Senior Principal Distribution Amount will be
distributed to
the Senior Certificates (other than the Class A-P Certificates)
pro rata in
accordance with their respective outstanding Certificate
Principal Balances,
(ii) the related Senior Interest Distribution Amount will be
distributed as
described in Section 4.02(a)(i) and (iii) 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 distributed to the Class A-P Certificates; provided that the
aggregate amount
distributable to the Senior Support Certificates and Super
Senior Certificates
will be distributed among such Certificates in the following
priority: first, to
the Super Senior Certificates, up to an amount equal to the
Accrued Certificate
34
<PAGE>
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
after the reduction of the Certificate Principal Balance of the
Senior Support
Certificates to zero, all priorities relating to distributions
as described
above in respect of principal among the various classes of
Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and
(i) the
remaining Senior Principal Distribution Amount will be
distributed to the Senior
Certificates (other than the Class A-P Certificates) pro rata in
accordance with
their respective outstanding Certificate Principal Balances,
(ii) the Senior
Interest Distribution Amount will be distributed as described in
Section
4.02(a)(i) and (iii) 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 distributed to
the Class A-P
Certificates.
(e) After the reduction of the Certificate Principal Balances of
the
Senior Certificates (other than the Class A-P Certificates) to
zero but prior to
the Credit Support Depletion Date, the Senior Certificates
(other than the Class
A-P Certificates) will be entitled to no further distributions
of principal
thereon and the Available Distribution Amount will be paid
solely to the holders
of the Class A-P Certificates, the Class A-V Certificates and
the 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 Subordinate
Certificates with the
Highest Priority to which Realized Losses, other than Excess
Bankruptcy Losses,
Excess Fraud Losses, Excess Special Hazard Losses and
Extraordinary Losses, have
been allocated, but not by more than the amount of Realized
Losses previously
allocated to that Class of Certificates pursuant to Section
4.05. The amount of
any remaining Subsequent Recoveries will be applied to increase
the Certificate
Principal Balance of the Class of Certificates with the next
Lower Priority, up
to the amount of such Realized Losses previously allocated to
that Class of
Certificates pursuant to Section 4.05. Any remaining Subsequent
Recoveries will
in turn be applied to increase the Certificate Principal Balance
of the Class of
Certificates with the next Lower Priority up to the amount of
such Realized
Losses previously allocated to that Class of Certificates
pursuant to Section
4.05, and so on. Holders of such Certificates will not be
entitled to any
payment in respect of Accrued Certificate Interest on the amount
of such
increases for any Interest Accrual Period preceding the
Distribution Date on
which such increase occurs. Any such increases shall be applied
to the
Certificate Principal Balance of each Certificate of such Class
in accordance
with its respective Percentage Interest.
(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.
35
<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).
(i) Notwithstanding the priorities relating to distributions
of
principal among the Insured Certificates described above, on any
Distribution
Date, distributions in respect of principal on the Insured
Certificates will be
allocated among the Certificate Owners of the Insured
Certificates as set forth
in Section 4.10. On each Distribution Date on which amounts are
available for
distributions in reduction of the Certificate Principal Balance
of the Insured
Certificates the aggregate amount available for such
distributions will be
rounded upward by the Rounding Amount. Such rounding will be
accomplished on the
first Distribution Date on which distributions in reduction of
the Certificate
Principal Balance of the Insured Certificates are made by
withdrawing from the
Rounding Account the Rounding Amount for deposit into the
Certificate Account,
and such Rounding Amount will be added to the amount that is
available for
distributions in reduction of the Certificate Principal Balance
of the Insured
Certificates. On each succeeding Distribution Date on which
distributions in
reduction of the Certificate Principal Balance of the Insured
Certificates are
made, first, the aggregate amount available for distribution in
reduction of the
Certificate Principal Balance of the Insured Certificates will
be applied to
repay the Rounding Amount withdrawn from the Rounding Account on
the prior
Distribution Date and then, the remainder of such allocable
amount, if any, will
be similarly rounded upward through another withdrawal from the
Rounding Account
and such determined Rounding Amount will be added to the amount
that is
available for distribution in reduction of the Certificate
Principal Balance of
the Insured Certificates. Any funds remaining in the Rounding
Account after the
Certificate Principal Balance of the Insured Certificates is
reduced to zero
shall be distributed to the Class R-II Certificateholders.
36
<PAGE>
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 Class B-3 Certificates until the Certificate Principal
Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates
until the
Certificate Principal Balance thereof has been reduced to zero;
third, to the
Class B-1 Certificates until the Certificate Principal Balance
thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate
Principal Balance thereof has been reduced to zero; fifth, to
the Class M-2
Certificates until the Certificate Principal Balance thereof has
been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate
Principal
Balance thereof has been reduced to zero; and, thereafter, if
any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P
Certificates in an
amount equal to the 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
among all the Senior Certificates (other than the Class A-V
Certificates and
Class A-P Certificates) in the case of the principal portion of
such loss on a
pro rata basis and among all of the Senior Certificates (other
than the Class
A-P Certificates) in the case of the interest portion of such
loss on a pro rata
basis, as described below; provided, however, that any such
Realized Losses
otherwise allocable to the Class A-2 Certificates will be
allocated to the Class
A-3 Certificates until the Certificate Principal Balance thereof
has been
reduced to zero. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses,
Excess Fraud Losses, Extraordinary Losses on Non-Discount
Mortgage Loans will be
allocated among the Senior Certificates (other than the Class
A-P Certificates)
and Subordinate Certificates, on a pro rata basis, as described
below. The
principal portion of such Realized Losses on the Discount
Mortgage Loans will be
allocated to the Class A-P Certificates in an amount equal to
the Discount
Fraction 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 will be allocated among the Senior Certificates
(other than the
Class A-P Certificates) and Subordinate Certificates, on a pro
rata basis, as
described below; as described below. Any Realized Losses
otherwise allocable to
the Insured Certificates will be covered by the Certificate
Policy.
37
<PAGE>
(b) As used herein, an allocation of a Realized Loss on a "pro
rata
basis" among two or more specified Classes of Certificates means
an allocation
on a pro rata basis, among the various Classes so specified, to
each such Class
of Certificates on the basis of their then outstanding
Certificate Principal
Balances prior to giving effect to distributions to be made on
such Distribution
Date in the case of the principal portion of a Realized Loss or
based on the
Accrued Certificate Interest thereon payable on such
Distribution Date (without
regard to any Compensating Interest for such Distribution Date)
in the case of
an interest portion of a Realized Loss. Except as provided in
the following
sentence, any allocation of the principal portion of Realized
Losses (other than
Debt Service Reductions) to a Class of Certificates shall be
made by reducing
the Certificate Principal Balance thereof by the amount so
allocated, which
allocation shall be deemed to have occurred on such Distribution
Date; provided
that no such reduction shall reduce the aggregate Certificate
Principal Balance
of the Certificates below the aggregate Stated Principal Balance
of the Mortgage
Loans. Any allocation of the principal portion of Realized
Losses (other than
Debt Service Reductions) to the Subordinate Certificates then
outstanding with
the Lowest Priority shall be made by operation of the definition
of "Certificate
Principal Balance" and by operation of the provisions of Section
4.02(a).
Allocations of the interest portions of Realized Losses (other
than any interest
rate reduction resulting from a Servicing Modification) shall be
made in
proportion to the amount of Accrued Certificate Interest and by
operation of the
definition of "Accrued Certificate Interest" and by operation of
the provisions
of Section 4.02(a). Allocations of the interest portion of a
Realized Loss
resulting from an interest rate reduction in connection with a
Servicing
Modification shall be made by operation of the provisions of
Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions
shall be made by
operation of the provisions of Section 4.02(a). All Realized
Losses and all
other losses allocated to a Class of Certificates hereunder will
be allocated
among the Certificates of such Class in proportion to the
Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class
A-V Certificates
have been issued pursuant to Section 5.01(c), such Realized
Losses and other
losses allocated to the Class A-V Certificates shall be
allocated among such
Subclasses in proportion to the respective amounts of Accrued
Certificate
Interest payable on such Distribution Date that would have
resulted absent such
reductions.
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property. (See
Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of
the Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard
Terms)
Section 4.09 Rounding Account.
No later than the Closing Date, the Trustee will establish and
maintain
with itself a segregated trust account that is an Eligible
Account, which shall
be titled "Rounding Account, U.S. Bank National Association, as
trustee for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage
Pass-Through Certificates, Series 2005-S2, Class A-1." On the
Closing Date, the
Senior Underwriter shall deposit with the Trustee, and the
Trustee shall deposit
into the Rounding Account, cash in an amount equal to $999.99.
The Senior
Underwriter shall be designated as the owner of the Rounding
Account.
38
<PAGE>
The Trustee on each Distribution Date shall, based upon
information
provided by the Master Servicer for the related Distribution
Date, withdraw
funds from the Rounding Account to pay the Rounding Amount to
the Holders of the
Insured Certificates pursuant to Section 4.02(i). In addition,
the Trustee on
each Distribution Date shall, based upon information provided by
the Master
Servicer for the related Distribution Date, withdraw funds from
the Certificate
Account to repay to the Rounding Account the Rounding Amount
from the prior
Distribution Date as contemplated in Section 4.02(i).
Section 4.10 Principal Distributions on the Insured
Certificates.
Distributions in reduction of the Certificate Principal Balance
of the
Insured Certificates will be made in integral multiples of
$1,000 at the request
of the appropriate representatives of Deceased Holders of such
Insured
Certificates and at the request of Living Owners of such Insured
Certificates or
by mandatory distributions by Random Lot, pursuant to clauses
(a) and (d) below,
or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in
reduction of the
Certificate Principal Balance of the Insured Certificates are
made, such
distributions will be made in the following priority among the
Certificate
Owners of the Insured Certificates:
(i) any request by the personal representatives of a
Deceased
Holder or by a surviving tenant by the entirety, by a surviving
joint tenant or
by a surviving tenant in common, but not exceeding an aggregate
amount of
$100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an
aggregate
amount of $10,000 per request.
Thereafter, distributions will be made, with respect to the
Insured
Certificates, as provided in clauses (i) and (ii) above up to a
second $100,000
and $10,000, respectively. This sequence of priorities will be
repeated for each
request for principal distributions made by the Certificate
Owners of the
Insured Certificates until all such requests have been
honored.
Requests for distributions in reduction of the Certificate
Principal
Balance of the Insured Certificates presented on behalf of
Deceased Holders in
accordance with the provisions of clause (i) above will be
accepted in order of
their receipt by the Depository. Requests for distributions in
reduction of the
Certificate Principal Balance of the Insured Certificates
presented in
accordance with the provisions of clause (ii) above will be
accepted in the
order of their receipt by the Depository after all requests
presented in
accordance with clause (i) above have been honored. All requests
for
distributions in reduction of the Certificate Principal Balance
of the Insured
Certificates will be accepted in accordance with the provisions
set forth in
Section 4.10(c). All requests for distributions in reduction of
the Certificate
Principal Balance of the Insured Certificates with respect to
any Distribution
Date must be received by the Depository and on the Depository's
"participant
terminal system" and received by the Trustee no later than the
close of business
on the related Record Date. Requests for distributions that are
on the
39
<PAGE>
Depository's participant terminal system and received by the
Trustee after the
related Record Date and requests, in either case, for
distributions not accepted
with respect to any Distribution Date, will be treated as
requests for
distributions in reduction of the Certificate Principal Balance
of Insured
Certificates on the next succeeding Distribution Date, and each
succeeding
Distribution Date thereafter, until such request is accepted or
is withdrawn as
provided in Section 4.10(c). Such requests as are not so
withdrawn shall retain
their order of priority without the need for any further action
on the part of
the appropriate Certificate Owner of the related Insured
Certificate, all in
accordance with the procedures of the Depository and the
Trustee. Upon the
transfer of the beneficial ownership of the Insured Certificate,
any
distribution request previously submitted with respect to such
Certificate will
be deemed to have been withdrawn only upon the receipt by the
Trustee on or
before the Record Date for such Distribution Date of
notification of such
withdrawal in the manner set forth in Section 4.10(c) on the
Depository's
participant terminal system.
Distributions in reduction of the Certificate Principal Balance
of the
Insured Certificates will be applied in an amount equal to the
Senior Principal
Distribution Amount allocable to such Class pursuant to Section
4.02(b), plus,
with respect to the Insured Certificates, any amounts available
for distribution
from the Rounding Account established as provided in Section
4.09, provided that
the aggregate distribution in reduction of the Certificate
Principal Balance of
the Insured Certificates on any Distribution Date shall be made
in an integral
multiple of $1,000.
To the extent that the portion of the Senior Principal
Distribution
Amount allocable to distributions in reduction of the
Certificate Principal
Balance of the Insured Certificates on any Distribution Date
exceeds the
aggregate Certificate Principal Balance of the Insured
Certificates with respect
to which distribution requests, as set forth above, have been
received (plus any
amounts required to be distributed pursuant to the Rounding
Account with respect
to the Insured Certificates), distributions in reduction of the
Certificate
Principal Balance of the Insured Certificates will be made by
mandatory
distribution pursuant to Section 4.10(d).
(b) An Insured Certificate shall be deemed to be held by a
Deceased
Holder for purposes of this Section 4.10 if the death of the
Certificate Owner
thereof is deemed to have occurred. Insured Certificates
beneficially owned by
tenants by the entirety, joint tenants or tenants in common will
be considered
to be beneficially owned by a single owner. The death of a
tenant by the
entirety, joint tenant or tenant in common will be deemed to be
the death of the
Certificate Owner, and the Insured Certificates so beneficially
owned will be
eligible for priority with respect to distributions in reduction
of the
Certificate Principal Balance thereof, subject to the
limitations stated above.
Insured Certificates beneficially owned by a trust will be
considered to be
beneficially owned by each beneficiary of the trust to the
extent of such
beneficiary's beneficial interest therein, but in no event will
a trust's
beneficiaries collectively be deemed to be Certificate Owners of
a number of
Individual Insured Certificates of which such trust is the
owner. The death of a
beneficiary of a trust will be deemed to be the death of a
Certificate Owner of
the Insured Certificates, as applicable, owned by the trust to
the extent of
such beneficiary's beneficial interest in such trust. The death
of an individual
who was a tenant by the entirety, joint tenant or tenant in
common in a tenancy
which is the beneficiary of a trust will be deemed to be the
death of the
beneficiary of such trust. The death of a person who, during his
or her
lifetime, was entitled to substantially all of the beneficial
ownership
interests in Individual Insured Certificates will be deemed to
be the death of
the Certificate Owner of the Insured Certificates regardless of
the registration
of ownership, if such beneficial interest can be established to
the satisfaction
40
<PAGE>
of the Depository Participant. Such beneficial interest will be
deemed to exist
in typical cases of street name or nominee ownership, ownership
by a trustee,
ownership under the Uniform Gifts to Minors Act and community
property or other
joint ownership arrangements between a husband and wife.
Certificate beneficial
interests shall include the power to sell, transfer or otherwise
dispose of an
Insured Certificate and the right to receive the proceeds
therefrom, as well as
interest and distributions in reduction of the Certificate
Principal Balance of
the Insured Certificates, as applicable, payable with respect
thereto. The
Trustee shall not be under any duty to determine independently
the occurrence of
the death of any deceased Certificate Owner. The Trustee may
rely entirely upon
documentation delivered to it pursuant to Section 4.10(c) in
establishing the
eligibility of any Certificate Owner to receive the priority
accorded Deceased
Holders in Section 4.10(a).
(c) Requests for distributions in reduction of the Certificate
Principal
Balance of Insured Certificates must be made by delivering a
written request
therefor to the Depository Participant or Indirect Depository
Participant that
maintains the account evidencing such Certificate Owner's
interest in Insured
Certificates. In the case of a request on behalf of a Deceased
Holder,
appropriate evidence of death and any tax waivers are required
to be forwarded
to the Depository Participant under separate cover. The
Depository Participant
shall forward a certification, satisfactory to the Trustee,
certifying the death
of the Deceased Holder and the receipt of the appropriate death
and tax waivers.
The Depository Participant should in turn make the request of
the Depository
(or, in the case of an Indirect Depository Participant, such
Indirect Depository
Participant must notify the related Depository Participant of
such request,
which Depository Participant should make the request of the
Depository) on the
Depository's participant terminal system. The Depository may
establish such
procedures as it deems fair and equitable to establish the order
of receipt of
requests for such distributions received by it on the same day.
None of the
Company, the Master Servicer or the Trustee shall be liable for
any delay in
delivery of requests for distributions or withdrawals of such
requests by the
Depository, a Depository Participant or any Indirect Depository
Participant.
The Depository shall maintain a list of those Depository
Participants
representing the appropriate Certificate Owners of Insured
Certificates that
have submitted requests for distributions in reduction of the
Certificate
Principal Balance of Insured Certificates, together with the
order of receipt
and the amounts of such requests on the Depository's participant
terminal
system. The Depository will honor requests for distributions in
the order of
their receipt (subject to the priorities described in Section
4.10(a) above).
The Trustee shall notify the Depository as to which requests
should be honored
on each Distribution Date at least two Business Days prior to
such Distribution
Date based on the report received by the Trustee pursuant to
Section 4.04 and
shall notify the Depository as to the amount of the Senior
Principal
Distribution amount to be distributed to the Insured
Certificates by Random Lot
pursuant to Section 4.10(d). Requests shall be honored by the
Depository in
accordance with the procedures, and subject to the priorities
and limitations,
described in this Section 4.10. The exact procedures to be
followed by the
Trustee and the Depository for purposes of determining such
priorities and
limitations will be those established from time to time by the
Trustee or the
Depository, as the case may be. The decisions of the Trustee and
the Depository
concerning such matters will be final and binding on all
affected persons.
41
<PAGE>
Individual Insured Certificates that have been accepted for
a
distribution shall be due and payable on the applicable
Distribution Date. Such
Certificates shall cease to bear interest after the last day of
the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of an Insured Certificate that has
requested a
distribution may withdraw its request by so notifying in writing
the Depository
Participant or Indirect Depository Participant that maintains
such Certificate
Owner's account. In the event that such account is maintained by
an Indirect
Depository Participant, such Indirect Depository Participant
must notify the
related Depository Participant which in turn must forward the
withdrawal of such
request on the Depository's participant terminal system. If such
withdrawal of a
request for distribution has not been received on the
Depository's participant
terminal system on or before the Record Date for the next
Distribution Date, the
previously made request for distribution will be irrevocable
with respect to the
making of distributions in reduction of the Certificate
Principal Balance of the
Insured Certificates on such Distribution Date.
In the event any requests for distributions in reduction of
the
Certificate Principal Balance of the Insured Certificates are
rejected by the
Trustee for failure to comply with the requirements of this
Section 4.10, the
Trustee shall return such request to the appropriate Depository
Participant with
a copy to the Depository with an explanation as to the reason
for such
rejection.
(d) To the extent, if any, that distributions in reduction of
the
Certificate Principal Balance of the Insured Certificates on a
Distribution Date
exceed the outstanding Certificate Principal Balance of the
Insured Certificates
with respect to which distribution requests have been received
by the related
Record Date, as provided in Section 4.10(a) above, the
additional distributions
in reduction of the Certificate Principal Balance of the Insured
Certificates
will be made by mandatory distributions in reduction thereof.
Such mandatory
distributions on Individual Insured Certificates will be made by
Random Lot in
accordance with the then-applicable Random Lot procedures of the
Depository, the
Depository Participants and the Indirect Depository Participants
representing
the Certificate Owners. The Trustee shall notify the Depository
of the aggregate
amount of the mandatory distribution in reduction of the
Certificate Principal
Balance of the Insured Certificates to be made on any such
Distribution Date.
The Depository shall then allocate such aggregate amount among
its Depository
Participants on a Random Lot basis. Each Depository Participant
and, in turn,
each Indirect Depository Participant will then select, in
accordance with its
own procedures, Individual Insured Certificates from among those
held in its
accounts to receive mandatory distributions in reduction of the
Certificate
Principal Balance of the Insured Certificates, such that the
total amount so
selected is equal to the aggregate amount of such mandatory
distributions
allocated to such Depository Participant by the Depository and
to such Indirect
Depository Participant by its related Depository Participant, as
the case may
be. Depository Participants and Indirect Depository Participants
that hold
Insured Certificates selected for mandatory distributions in
reduction of the
Certificate Principal Balance thereof are required to provide
notice of such
mandatory distributions to the affected Certificate Owners. The
Master Servicer
agrees to notify the Trustee of the amount of distributions in
reduction of the
Certificate Principal Balance of the Insured Certificates to be
made on each
Distribution Date in a timely manner such that the Trustee may
fulfill its
obligations pursuant to the letter of representations dated the
Closing Date
among the Company, the Trustee and the Depository.
42
<PAGE>
(e) Notwithstanding any provisions herein to the contrary, on
any
Distribution Date on which (i) any Realized Losses are allocated
to the Insured
Certificates and (ii) a Certificate Insurer Default has occurred
and/or is
continuing, distributions in reduction of the Certificate
Principal Balance of
the Insured Certificates will be made pro rata on the basis of
their respective
Percentage Interests with the respect to the Insured
Certificates among the
Certificate Owners of the Insured Certificates and will not be
made in integral
multiples of $1,000 nor pursuant to requests for distribution as
permitted by
this Section 4.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the
Insured
Certificates are issued pursuant to Section 5.01 of the Standard
Terms, an
amendment to this Agreement, which may be approved without the
consent of any
Certificateholders, shall establish procedures relating to the
manner in which
distributions in reduction of the Certificate Principal Balance
of such Insured
Certificates are to be made; provided that such procedures shall
be consistent,
to the extent practicable and customary for certificates similar
to the Insured
Certificates, with the provisions of this Section 4.10.
Section 4.11 Reserve Fund.
No later than the Closing Date, the Trustee will establish and
maintain
the Reserve Fund. On the Closing Date the Senior Underwriter
shall deposit with
the Trustee, and the Trustee shall deposit into the Reserve
Fund, cash in an
amount equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on
each
Distribution Date to withdraw amounts on deposit in the Reserve
Fund for deposit
into the Certificate Account, and to pay to the holders of the
Insured
Certificates pursuant to Section 4.02(a), the amount of
Prepayment Interest
Shortfalls and Relief Act Shortfalls otherwise allocable to the
Insured
Certificates pursuant to the definition of Accrued Certificate
Interest (to the
extent not offset by the Master Servicer pursuant to Section
3.16(e) of the
Standard Terms), and to the extent of funds on deposit in the
Reserve Fund (the
amount of such withdrawal for any Distribution Date, the
"Reserve Fund
Withdrawal").
For federal income tax purposes, the Senior Underwriter shall be
the
owner of the Reserve Fund and shall report all items of income,
deduction, gain
or loss arising therefrom. Notwithstanding anything herein to
the contrary, the
Reserve Fund shall not be an asset of any REMIC. The Reserve
Fund shall be
invested in Permitted Investments at the written direction of
the Senior
Underwriter. All income and gain realized from investment of
funds deposited in
the Reserve Fund shall be deposited in the Reserve Fund for the
sole use and
exclusive benefit of the Reserve Fund. The amount of any loss
incurred in
respect of any such investments shall be deposited in the
Reserve Fund by the
Senior Underwriter out of its own funds immediately as realized
without any
right of reimbursement. The balance, if any, remaining in the
Reserve Fund on
the Distribution Date on which the Certificate Principal Balance
of the Insured
43
<PAGE>
Certificates is reduced to zero will be distributed by the
Trustee to the Senior
Underwriter. To the extent that the Reserve Fund constitutes a
reserve fund for
federal income tax purposes, (1) it shall be an outside reserve
fund and not an
asset of any REMIC and (2) it shall be owned by the Senior
Underwriter, all
within the meaning of Section 1.860G-2(h) of the Treasury
Regulations. The
Reserve Fund may not be owned by more than one Person and for
all federal tax
purposes, any amounts transferred by any REMIC to the Reserve
Fund will be
treated as amounts distributed by any REMIC to the Senior
Underwriter.
44
<PAGE>
ARTICLE V
THE CERTIFICATES
(See Article V of the Standard Terms)
Section 5.01 The Certificates. (See Section 5.01(a) and (b) of
the Standard
Terms)
(c) From time to time Residential Funding, as the initial Holder
of the
Class A-V Certificates, may exchange such Holder's Class A-V
Certificates for
Subclasses of Class A-V Certificates to be issued under this
Agreement by
delivering a "Request for Exchange" substantially in the form
attached hereto as
Exhibit N executed by an authorized officer, which Subclasses,
in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular
Interests
corresponding to the Class A-V Certificates so surrendered for
exchange. Any
Subclass so issued shall bear a numerical designation commencing
with Class
A-V-1 and continuing sequentially thereafter, and will evidence
ownership of the
Uncertificated Class A-V REMIC Regular Interest or Interests
specified in
writing by such initial Holder to the Trustee. The Trustee may
conclusively,
without any independent verification, rely on, and shall be
protected in relying
on, Residential Funding's determinations of the Uncertificated
Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial
Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such
Request for
Exchange and the Trustee shall have no duty to determine if any
Uncertificated
Class A-V REMIC Regular Interest designated on a Request for
Exchange
corresponds to a Subclass which has previously been issued. Each
Subclass so
issued shall be substantially in the form set forth in Exhibit A
and shall, on
original issue, be executed and delivered by the Trustee to the
Certificate
Registrar for authentication and delivery in accordance with
Section 5.01(a).
Every Certificate presented or surrendered for exchange by the
initial Holder
shall (if so required by the Trustee or the Certificate
Registrar) be duly
endorsed by, or be accompanied by a written instrument of
transfer attached to
such Certificate and shall be completed to the satisfaction of
the Trustee and
the Certificate Registrar duly executed by, the initial Holder
thereof or his
attorney duly authorized in writing. The Certificates of any
Subclass of Class
A-V Certificates may be transferred in whole, but not in part,
in accordance
with the provisions of Section 5.02. This Section 5.01(c) shall
only apply to
Class A-V Certificates that are Definitive Certificates.
Section 5.02 Registration of Transfer and Exchange of
Certificates. (See Section
5.02 of the Standard Terms)
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
(See Section
5.03 of the Standard Terms)
Section 5.04 Persons Deemed Owners. (See Section 5.04 of the
Standard Terms)
Section 5.05 Appointment of Paying Agent. (See Section 5.05 of
the Standard
Terms)
45
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
46
<PAGE>
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
47
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
48
<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
and all
property acquired in respect of any Mortgage Loan remaining in
the Trust
Fund at a price equal to 100% of the unpaid principal balance of
each
Mortgage Loan or, if less than such unpaid principal balance,
the fair
market value of the related underlying property of such Mortgage
Loan
with respect to Mortgage Loans as to which title has been
acquired if
such fair market value is less than such unpaid principal
balance on the
day of repurchase plus accrued interest thereon at the 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 (i) the Maturity Date or (ii)
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 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.
The right of Residential Funding to purchase all the assets of
the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal
Balance 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. 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
49
<PAGE>
by it with respect to the 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 Pool
Stated Principal Balance, prior to giving effect to
distributions to be made on
such Distribution Date, is less than ten percent of the Cut off
Date Principal
Balance of the Mortgage Loans, Residential Funding shall have
the right, at its
option, to purchase the 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) (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)
50
<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 elections to treat each of
REMIC I
(including the Mortgage Loans) and REMIC II subject to this
Agreement as a REMIC
for federal income tax purposes.
The Uncertificated REMIC Regular Interests shall be designated
as the
"regular interests" and the Class R-I Certificates shall be
designated as the
sole class of "residual interests" in REMIC I. The Class A-1,
Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-P, Class M-1,
Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
rights in and to
which will be represented by the Class A-V Certificates, will be
"regular
interests" in REMIC II, and the Class R-II Certificates will be
the sole class
of "residual interests" therein for purposes of the REMIC
Provisions (as defined
in the Standard Terms) under federal income tax law. On and
after the date of
issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c)
of the Standard Terms, any such Subclass will represent the
Uncertificated Class
A-V REMIC Regular Interest or Interests specified by the initial
Holder of the
Class A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to
itself, as the holder of the Uncertificated REMIC Regular
Interests, from REMIC
I, the following amounts in the following order of priority to
the extent of the
Available Distribution Amount reduced by distributions made to
the Class R-I
Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated
REMIC
Regular Interests for such Distribution Date, plus any
Uncertificated Accrued Interest thereon remaining unpaid from
any
previous Distribution Date; and
(ii) In accordance with the priority set forth in Section
10.04(b), an amount equal to the sum of the amounts in respect
of
principal distributable on the Class A-1 Certificates, Class
A-2
Certificates, Class A-3 Certificates, Class A-5
Certificates,
Class A-6 Certificates, Class A-P Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates,
Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates and Class R-II Certificates under Section
4.02(a),
as allocated thereto pursuant to Section 4.02(b).
51
<PAGE>
(b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed to
the Uncertificated REMIC Regular Interests (other than the REMIC
I IO Regular
Interests), with the amount to be distributed allocated among
such interests in
accordance with the amounts and priority assigned to the
Corresponding
Certificates under Section 4.02(b), until the Uncertificated
Principal Balance
of each such interest is reduced to zero.
(c) The portion of the REMIC I Regular Interest Distribution
Amounts described
in Section 10.04(a)(i) shall be deemed distributed by REMIC I to
REMIC II in
accordance with the priority assigned to the REMIC II
Certificates under Section
4.02(b) relative to that assigned to the Uncertificated REMIC I
Regular
Interests hereunder.
(d) In determining from time to time the REMIC I Regular
Interest Distribution
Amounts, Realized Losses allocated to the Certificates shall be
allocated to
Uncertificated REMIC Regular Interests in the same amounts and
priorities as
allocated to the Corresponding Certificates.
(e) Notwithstanding the deemed distributions on the
Uncertificated 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,
from REMIC II, Uncertificated Class A-V REMIC Accrued Interest
on the
Uncertificated Class A-V REMIC Regular Interests for such
Distribution Date,
plus any Uncertificated Class A-V REMIC Accrued Interest thereon
remaining
unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated Class
A-V REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the
Class A-V
Certificates under Section 4.05 shall be deemed allocated to
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
Uncertificated Class A-V
REMIC Regular Interests.
(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.
52
<PAGE>
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.
53
<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 2005-S2
Fitch One State Street Plaza
New York, New York 10007
Standard & Poor's 55 Water Street
New York, New York 10041
Moody's 99 Church Street
New York, New York 10007
Certificate Insurer Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
Attention: Research and Risk Management -
RFMSI 2005-S2
54
<PAGE>
Any notice required or permitted to be mailed to a
Certificateholder shall be
given by first class mail, postage prepaid, at the address of
such Holder as
shown in the Certificate Register. Any notice so mailed within
the time
prescribed in this Agreement shall be conclusively presumed to
have been duly
given, whether or not the Certificateholder receives such
notice.
Section 11.06 Required Notices to Rating Agency, Certificate
Insurer and
Subservicer.
The Company, the Master Servicer or the Trustee, as applicable,
shall
(i) notify each Rating Agency, the Certificate Insurer 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 and the
Certificate Insurer 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,
(j) the repurchase of or substitution for any Mortgage Loan,
and
(k) any Certificate Insurer Default that has not been cured.
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.
55
<PAGE>
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.
97.0% 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 A-4 Certificates, in accordance
with their
Percentage Interests; 1.0% of all Voting Rights shall be
allocated among the
Holders of the Class A-V Certificates in accordance with their
respective
Percentage Interests; and 0.5% and 0.5% of all Voting Rights
shall be allocated
among the Holders of the Class R-I Certificates and Class R-II
Certificates,
respectively, in accordance with their respective Percentage
Interests.
56
<PAGE>
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01 Rights of the Certificate Insurer to Exercise
Rights of Insured
Certificateholders.
By accepting its Certificate, each Insured Certificateholder
agrees that
unless a Certificate Insurer Default exists, the Certificate
Insurer shall have
the right to exercise all consent, voting, direction and other
control rights of
the Insured Certificateholders under this Agreement without any
further consent
of the Insured Certificateholders.
Section 12.02 Claims Upon the Certificate Policy; Certificate
Insurance Account.
(a) If, on the Business Day next succeeding the Determination
Date, the
Master Servicer determines that (i) the funds that will be on
deposit in the
Certificate Account on the related Certificate Account Deposit
Date, to the
extent distributable to the Insured Certificateholders pursuant
to Section
4.02(a)(i) are insufficient to pay the Accrued Certificate
Interest for such
Distribution Date; provided however, Accrued Certificate
Interest on the Insured
Certificates will be deemed to include any portion of the
amounts allocated to
such Certificates described in clauses (ii) through (iv) (other
than Relief Act
Shortfalls) of the definition thereof (in each case, to the
extent such
shortfalls are not covered by the subordination provided by the
Class M
Certificates and Class B Certificates) on such Distribution
Date, (ii) the
principal portion of any Realized Loss is allocated to the
Insured Certificates
on such Distribution Date or (iii) the funds available on the
Scheduled Final
Distribution Date will be insufficient to reduce the Certificate
Principal
Balance, of the Insured Certificates to zero, the Master
Servicer shall deliver
to the Trustee not later than 11:00 a.m. New York City time on
the Business Day
next succeeding the Determination Date a certificate signed by a
Servicing
Officer directing the Trustee to draw on the Certificate Policy
and stating the
amount to be drawn and stating the Insured Payment for each
Insured Certificate,
and the Trustee shall give notice by telephone or telecopy of
the aggregate
amount of such deficiency, confirmed in writing in the form set
forth as Exhibit
A to the Certificate Policy, to the Certificate Insurer at or
before 12:00 noon,
New York City time, on the second Business Day prior to such
Distribution Date.
If, subsequent to such notice, and prior to payment by the
Certificate Insurer
pursuant to such notice, additional amounts are deposited in the
Certificate
Account, the Trustee shall reasonably promptly notify the
Certificate Insurer
and withdraw the notice or reduce the amount claimed, as
appropriate.
(b) The Trustee shall establish a separate special purpose trust
account
for the benefit of Holders of the Insured Certificates and the
Certificate
Insurer referred to herein as the "Certificate Insurance
Account" over which the
Trustee shall have exclusive control and sole right of
withdrawal. The Trustee
shall deposit any amount paid under the Certificate Policy in
the Certificate
Insurance Account and distribute such amount only for purposes
of payment to
Holders of Insured Certificates of the Insured Payment for which
a claim was
made. Such amount may not be applied to satisfy any costs,
expenses or
liabilities of the Master Servicer, the Trustee or the Trust
Fund. Amounts paid
under the Certificate Policy shall be transferred to the
Certificate Account in
accordance with the next succeeding paragraph and disbursed by
the Trustee to
Holders of Insured Certificates in accordance with Section 4.02
or Section
9.01(c), as applicable. It shall not be necessary for such
payments to be made
57
<PAGE>
by checks or wire transfers separate from the checks or wire
transfers used to
pay the Insured Payment with other funds available to make such
payment.
However, the amount of any payment of principal of or interest
on the Insured
Certificates to be paid from funds transferred from the
Certificate Insurance
Account shall be noted as provided in paragraph (c) below and in
the statement
to be furnished to Holders of the Certificates pursuant to
Section 4.03. Funds
held in the Certificate Insurance Account shall not be invested
by the Master
Servicer or any other Person.
On any Distribution Date with respect to which a claim has been
made
under the Certificate Policy, the amount of any funds received
by the Trustee as
a result of any claim under the Certificate Policy, to the
extent required to
make the Insured Payment on such Distribution Date, shall be
withdrawn from the
Certificate Insurance Account and deposited in the Certificate
Account and
applied by the Master Servicer on behalf of the Trustee,
together with the other
funds to be distributed to the Insured Certificateholders
pursuant to Section
4.02, directly to the payment in full of the Insured Payment due
on the Insured
Certificates. Any funds remaining in the Certificate Insurance
Account on the
first Business Day following a Distribution Date shall be
remitted to the
Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by
the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the
amount
of interest and principal paid into the Certificate Insurance
Account in respect
of the Insured Certificates from moneys received under the
Certificate Policy.
The Certificate Insurer shall have the right to inspect such
records at
reasonable times during normal business hours upon two Business
Day's prior
notice to the Trustee.
(d) In accordance with the terms of the Certificate Policy, any
claim on
the Certificate Policy in respect of a Preference Amount shall
require the
Trustee to obtain a certified copy of the order requiring the
return of a
preference payment, an opinion of counsel satisfactory to the
Certificate
Insurer that the order is final and not subject to appeal, and
other
documentation as required by the Certificate Policy. Any fees or
expenses
related to any such opinion of counsel or other documentation
shall be provided
at the sole expense of Goldman, Sachs & Co.
Section 12.03 Effect of Payments by the Certificate Insurer;
Subrogation.
Anything herein to the contrary notwithstanding, for purposes of
this
Section 12.03, any payment with respect to principal of or
interest on the
Insured Certificates which is made with monies received pursuant
to the terms of
the Certificate Policy shall not be considered payment of the
Insured
Certificates from the Trust Fund. The Master Servicer, the
Company and the
Trustee acknowledge, and each Holder by its acceptance of an
Insured Certificate
agrees, that without the need for any further action on the part
of the
Certificate Insurer, the Master Servicer, the Company, the
Trustee or the
Certificate Registrar, to the extent the Certificate Insurer
makes payments,
directly or indirectly, on account of principal of or interest
on the Insured
Certificates to the Holders of such Certificates, the
Certificate Insurer will
be fully subrogated to, and each Insured Certificateholder, the
Master Servicer,
the Company and the Trustee hereby delegate and assign to the
Certificate
58
<PAGE>
Insurer, to the fullest extent permitted by law, the rights of
such Holders to
receive such principal and interest from the Trust Fund;
provided that the
Certificate Insurer shall be paid such amounts only from the
sources and in the
manner explicitly provided for herein.
The Trustee and the Master Servicer shall cooperate in all
respects with
any reasonable request by the Certificate Insurer for action to
preserve or
enforce the Certificate Insurer's rights or interests under this
Agreement
without limiting the rights or affecting the interests of the
Holders as
otherwise set forth herein.
Section 12.04 Notices and Information to the Certificate
Insurer.
(a) All notices, statements, reports, certificates or opinions
required
by this Agreement to be sent to any other party hereto, to the
Rating Agencies
or to the Certificateholders shall also be sent to the
Certificate Insurer.
(b) The Master Servicer shall designate a Person who shall be
available
to the Certificate Insurer to provide reasonable access to
information regarding
the Mortgage Loans and to all books, records, accounts,
information and other
matters relating to the Certificates or this Agreement.
Section 12.05 Trustee to Hold Certificate Policy.
The Trustee will hold the Certificate Policy in trust as agent
for the
Insured Certificateholders for the purpose of making claims
thereon and
distributing the proceeds thereof. Neither the Certificate
Policy, nor the
amounts paid on the Certificate Policy will constitute part of
the Trust Fund or
assets of any REMIC created by this Agreement. Each Insured
Certificateholder,
by accepting its Certificate, appoints the Trustee as
attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee
shall surrender
the Certificate Policy to the Certificate Insurer for
cancellation upon the
payment in full of the Insured Certificates. To the extent that
the Certificate
Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall
be an outside credit support agreement and not an asset of any
REMIC and (2) it
shall be owned by the Certificate Insurer, all within the
meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 12.06 Ratings.
The parties hereto agree that references in this Agreement or in
the
Standard Terms to ratings on the Certificates or interests of
the
Certificateholders shall be determined without regard to the
Certificate Policy.
Section 12.07 Third Party Beneficiaries.
The Certificate Insurer shall be an express third-party
beneficiary of
this Agreement to the extent of its express subrogation rights,
its rights to
receive the amounts pursuant to Section 4.02(a) and its express
rights set forth
in Article XII of this Agreement and shall have the right to
enforce the related
provisions of this Agreement as if it were a party hereto.
59
<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 /s/ Pieter VanZyl By: /s/ Heather Anderson
Name: Pieter VanZyl Name: Heather Anderson
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
By:/s/ Pieter VanZyl
Attest: /s/ Heather Anderson Name: Pieter VanZyl
Name: Heather Anderson Title: Associate
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
[Seal] as Trustee
By: /s/ Even D. Kaplan
Attest: /s/ Toby Robillard Name: Eve D. Kaplan
Name: Toby Robillard Title: Vice President
Title: Assistant Vice President
60
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 24th day of March, 2005 before me, a notary public in
and
for said State, personally appeared Heather Anderson, 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
/s/ Amy Sue Olson
[Notarial Seal]
61
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 24th day of March, 2005 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
/s/ Amy Sue Olson
[Notarial Seal]
62
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 24th day of March, 2005 before me, a notary public in and
for said State,
personally appeared Eve D. Kaplan, known to me to be a
Vice-President 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
/s/ Trisha L. Willett
[Notarial Seal]
63
<PAGE>
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(Available Upon Request)
64
<PAGE>
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(Available Upon Request)
65
<PAGE>
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the
Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof, and
(b) the
aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less
than the full amount that would be distributable to such Holders
if there were
sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant
to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after
giving effect to the distribution of principal on such
Distribution Date;
(vi) the Insured Payment for such Distribution Date, and the
respective portions
thereof allocable to principal and interest for the Insured
Certificates;
(vii) the amount of any Certificate Insurance Payment made on
such Distribution
Date, the amount of any reimbursement payment made to the
Certificate Insurer on
such Distribution Date pursuant to Section 4.02(a)(xvi) and the
amount of
Cumulative Insurance Payments after giving effect to any such
Certificate
Insurance Payment or any such reimbursement payment to the
Certificate Insurer;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates
and the 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;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment
Distribution Percentage, if applicable;
(x) 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;
<PAGE>
(xi) the number, aggregate principal balance and book value of
any REO
Properties;
(xii) 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;
(xiii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of
the close of business on such Distribution Date and a
description of any change
in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date, the
Pass-Through Rate with respect to the Class A-V Certificates and
each Subclass,
if any, thereof;
(xv) the amount of Reserve Fund Withdrawals for such
Distribution Date; and
(xvi) the amount of Rounding Account withdrawals for such
Distribution Date.
<PAGE>
(xvii) the Notional Amount with respect to each Class of
Interest Only
Certificates and each Subclass;
(xviii) the occurrence of the Credit Support Depletion Date;
(xix) the related Senior Accelerated Distribution Percentage
applicable to such
distribution;
(xx) the related Senior Percentage for such Distribution
Date;
(xxi) the aggregate amount of Realized Losses for such
Distribution Date;
(xxii) 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;
(xxiii) the weighted average remaining term to maturity of the
Mortgage Loans
after giving effect to the amounts distributed on such
Distribution Date; and
(xxiv) 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>
EXHIBIT FOUR
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),
1
<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 under the Code
that would not
otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R
Certificate to such Person. The terms "United States", "State"
and
"international organization" shall have the meanings set forth
in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the
month
immediately following the month of the initial issuance of the
Certificates or,
if such 25th day is not a Business Day, the Business Day
immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage
Loan,
the day during the related Due Period on which the Monthly
Payment is due.
Due Period: With respect to any Distribution Date, the one-month
period
set forth in the Series Supplement.
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
JPMorgan Chase Bank, 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
11
<PAGE>
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).
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof,
which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any
Distribution
Date on which the aggregate Certificate Principal Balance of the
Class of
Subordinate Certificates 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). With respect to any Mortgage Pool that is
comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will
be allocated
between each Loan Group on a pro rata basis in accordance with
the amount of
Realized Losses attributable to each Loan Group and allocated to
the
Certificates on such Distribution Date.
Exchange Act: The Securities and Exchange Act of 1934, as
amended.
Extraordinary Events: Any of the following conditions with
respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the
Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which
causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity
bond and the errors and omissions insurance policy required to
be maintained
pursuant to Section 3.12(b) but are in excess of the coverage
maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination,
all whether controlled or uncontrolled, and whether such loss be
direct or
indirect, proximate or remote or be in whole or in part caused
by, contributed
to or aggravated by a peril covered by the definition of the
term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action
in hindering, combating or defending against an actual,
impending or expected
attack:
12
<PAGE>
1. by any government or sovereign power, de jure or de
facto,
or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive
force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or
action taken by governmental authority in hindering, combating
or defending
against such an occurrence, seizure or destruction under
quarantine or customs
regulations, confiscation by order of any government or public
authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or
resulting from an Extraordinary Event.
Fannie Mae: Federal National Mortgage Association, a federally
chartered
and privately owned corporation organized and existing under the
Federal
National Mortgage Association Charter Act, or any successor
thereto.
FASIT: A "financial asset securitization investment trust"
within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
----
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates will be made
pursuant to Section
9.01, which Final Distribution Date shall in no event be later
than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch, Inc. or its successor in interest.
-----
Form 10-K Certification: As defined in Section 4.03(e).
-----------------------
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition
occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such
Mortgage Loan or REO Property (determined, in the case of an REO
Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest
at the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day of the month
following the month in
which such Cash Liquidation or REO Disposition occurred.
13
<PAGE>
Fraud Losses: Losses on Mortgage Loans as to which there was
fraud in
the origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Highest Priority: As of any date of determination, the Class
of
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.
Independent: When used with respect to any specified Person,
means such
a Person who (i) is in fact independent of the Company, the
Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any
direct financial
interest or any material indirect financial interest in the
Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not connected
with the Company, the Master Servicer or the Trustee as an
officer, employee,
promoter, underwriter, trustee, partner, director or person
performing similar
functions.
Initial Certificate Principal Balance: With respect to each
Class of
Certificates, the Certificate Principal Balance of such Class of
Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial Monthly Payment Fund: An amount representing scheduled
principal
amortization and interest at the Net Mortgage Rate for the Due
Date in the first
Due Period commencing subsequent to the Cut-off Date for those
Mortgage Loans
for which the Trustee will not be entitled to receive such
payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or Subclass
of
Interest Only Certificates, the amount initially used as the
principal basis for
the calculation of any interest payment amount, as more
specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the
Series
Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary Insurance Policy or any other related
insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as
defined in the
Series Supplement)), to the extent such proceeds are payable to
the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are
not applied to the restoration of the related Mortgaged Property
(or, with
respect to a Cooperative Loan, the related Cooperative
Apartment) or released to
the Mortgagor in accordance with the procedures that the Master
Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or
any
successor thereto or the named insurer in any replacement
policy.
14
<PAGE>
Interest Accrual Period: As defined in the Series
Supplement.
Interest Only Certificates: A Class or Subclass of Certificates
not
entitled to ---------------------------- payments of principal,
and designated
as such in the Series Supplement. The Interest Only Certificates
will have no
Certificate Principal Balance.
Interim Certification: As defined in Section 2.02.
---------------------
Junior Certificateholder: The Holder of not less than 95% of
the
Percentage Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate
Certificates
outstanding as of the date of the repurchase of a Mortgage Loan
pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all
amounts
received during any Due Period, whether as late payments of
Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late
payments or collections of Monthly Payments due but delinquent
for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds)
received
by the Master Servicer in connection with the taking of an
entire Mortgaged
Property by exercise of the power of eminent domain or
condemnation or in
connection with the liquidation of a defaulted Mortgage Loan
through trustee's
sale, foreclosure sale or otherwise, other than REO
Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate
loan
group in the Series Supplement. The Certificates relating to
each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as
a
percentage, the numerator of which is the current principal
balance of the
related Mortgage Loan at the date of determination and the
denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class
of
Subordinate Certificates, any other Class of 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
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.
Maturity Date: The latest possible maturity date, solely for
purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by
which the
Certificate Principal Balance of each Class of Certificates
(other than the
Interest Only Certificates which have no Certificate Principal
Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero,
as designated in
the Series Supplement.
15
<PAGE>
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware,
or any successor
thereto.
MERS(R) System: The system of recording transfers of
Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
MLCC: Merrill Lynch Credit Corporation, or its successor in
interest.
----
Modified Mortgage Loan: Any Mortgage Loan that has been the
subject of a
Servicing Modification.
Modified Mortgage Rate: As to any Mortgage Loan that is the
subject of a
Servicing Modification, the Mortgage Rate minus the rate per
annum by which the
Mortgage Rate on such Mortgage Loan was reduced.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the
subject
of a Servicing Modification, the Net Mortgage Rate minus the
rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as
the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
Monthly Payment: With respect to any Mortgage Loan (including
any REO
Property) and any Due Date, the payment of principal and
interest due thereon in
accordance with the amortization schedule at the time applicable
thereto (after
adjustment, if any, for Curtailments and for Deficient
Valuations occurring
prior to such Due Date but before any adjustment to such
amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation,
or similar
proceeding or any moratorium or similar waiver or grace period
and before any
Servicing Modification that constitutes a reduction of the
interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or
other comparable
instrument creating a first lien on an estate in fee simple or
leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any additional documents
required to be added
to the Mortgage File pursuant to this Agreement.
16
<PAGE>
Mortgage Loans: Such of the mortgage loans transferred and
assigned to
the Trustee pursuant to Section 2.01 as from time to time are
held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans
originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including, without
limitation, (i) with respect to each Cooperative Loan, the
related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights
appertaining
thereto, and (ii) with respect to each Mortgage Loan other than
a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and
all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
----------------------
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans, including all Loan
Groups, if
any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne
by the
related Mortgage Note, or any modification thereto other than a
Servicing
Modification.
Mortgaged Property: The underlying real property securing a
Mortgage
Loan or, with respect to a Cooperative Loan, the related
Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate
of
interest equal to the Adjusted Mortgage Rate less the per annum
rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by
second or vacation residences, or by non-owner occupied
residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States
Person.
Nonrecoverable Advance: Any Advance previously made or proposed
to be
made by the Master Servicer or Subservicer in respect of a
Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment
of the Master
Servicer, will not, or, in the case of a proposed Advance, would
not, be
ultimately recoverable by the Master Servicer from related Late
Collections,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or
amounts reimbursable
to the Master Servicer pursuant to Section 4.02(a) hereof. To
the extent that
any Mortgagor is not obligated under the related Mortgage
documents to pay or
reimburse any portion of any Servicing Advances that are
outstanding with
respect to the related Mortgage Loan as a result of a
modification of such
Mortgage Loan by the Master Servicer, which forgives amounts
which the Master
Servicer or Subservicer had previously advanced, and the Master
Servicer
17
<PAGE>
determines that no other source of payment or reimbursement for
such advances is
available to it, such Servicing Advances shall be deemed to be
Nonrecoverable
Advances. The determination by the Master Servicer that it has
made a
Nonrecoverable Advance or that any proposed Advance would
constitute a
Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered
to the Company, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the
time of
reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: With respect to any Class or Subclass of
Interest Only
Certificates, an amount used as the principal basis for the
calculation of any
interest payment amount, as more specifically defined in the
Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of
the
Board, the President or a Vice President or Assistant Vice
President, or a
Director or Managing Director, and by the Treasurer, the
Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company
or the Master
Servicer, as the case may be, and delivered to the Trustee, as
required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee and the Master Servicer, who may be counsel for the
Company or the
Master Servicer, provided that any opinion of counsel (i)
referred to in the
definition of "Disqualified Organization" or (ii) relating to
the qualification
of any REMIC formed under the Series Supplement or compliance
with the REMIC
Provisions must, unless otherwise specified, be an opinion of
Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan
(including an REO Property) which was not the subject of a
Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not
purchased,
deleted or substituted for prior to such Due Date pursuant to
Section 2.02,
2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
-----------------
Paying Agent: The Trustee or any successor Paying Agent
appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than
a Class
R Certificate), the undivided percentage ownership interest in
the related Class
evidenced by such Certificate, which percentage ownership
interest shall be
equal to the Initial Certificate Principal Balance thereof or
Initial Notional
Amount (in the case of any Interest Only Certificate) thereof
divided by the
aggregate Initial Certificate Principal Balance or the aggregate
of the Initial
Notional Amounts, as applicable, of all the Certificates of the
same Class. With
respect to a Class R Certificate, the interest in distributions
to be made with
respect to such Class evidenced thereby, expressed as a
percentage, as stated on
the face of each such Certificate.
18
<PAGE>
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by
the
United States or any agency or instrumentality thereof when
such
obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing not more than one month from the date of
acquisition
thereof, provided that the unsecured obligations of the
party
agreeing to repurchase such obligations are at the time rated
by
each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case
of
bankers' acceptances, shall in no event have an original
maturity
of more than 365 days or a remaining maturity of more than
30
days) denominated in United States dollars of any U.S.
depository
institution or trust company incorporated under the laws of
the
United States or any state thereof or of any domestic branch of
a
foreign depository institution or trust company; provided
that
the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's,
in
the case of the principal depository institution in a
depository
institution holding company, debt obligations of the
depository
institution holding company) at the date of acquisition
thereof
have been rated by each Rating Agency in its highest
short-term
rating available; and provided further that, if the only
Rating
Agency is Standard & Poor's and if the depository or
trust
company is a principal subsidiary of a bank holding company
and
the debt obligations of such subsidiary are not separately
rated,
the applicable rating shall be that of the bank holding
company;
and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign
depository institution or trust company shall exceed 30 days,
the
short-term rating of such institution shall be A-1+ in the
case
of Standard & Poor's if Standard & Poor's is the Rating
Agency;
(iv) commercial paper and demand notes (having original
maturities of
not more than 365 days) of any corporation incorporated under
the
laws of the United States or any state thereof which on the
date
of acquisition has been rated by each Rating Agency in its
highest short-term rating available; provided that such
commercial paper shall have a remaining maturity of not more
than
30 days;
(v) a money market fund or a qualified investment fund rated by
each
Rating Agency in its highest long-term rating available; and
19
<PAGE>
(vi) other obligations or securities that are acceptable to
each
Rating Agency as a Permitted Investment hereunder and will
not
reduce the rating assigned to any Class of Certificates by
such
Rating Agency below the lower of the then-current rating or
the
rating assigned to such Certificates as of the Closing Date
by
such Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment
if it
represents, either (1) the right to receive only interest
payments with respect
to the underlying debt instrument or (2) the right to receive
both principal and
interest payments derived from obligations underlying such
instrument and the
principal and interest payments with respect to such instrument
provide a yield
to maturity greater than 120% of the yield to maturity at par of
such underlying
obligations. References herein to the highest rating available
on unsecured
long-term debt shall mean AAA in the case of Standard &
Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest
rating available on
unsecured commercial paper and short-term debt obligations shall
mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch; provided,
however, that any Permitted Investment that is a short-term debt
obligation
rated A-1 by Standard & Poor's must satisfy the following
additional conditions:
(i) the total amount of debt from A-1 issuers must be limited to
the investment
of monthly principal and interest payments (assuming fully
amortizing
collateral); (ii) the total amount of A-1 investments must not
represent more
than 20% of the aggregate outstanding Certificate Principal
Balance of the
Certificates and each investment must not mature beyond 30 days;
(iii)
investments in A-1 rated securities are not eligible for the
Reserve Fund; (iv)
the terms of the debt must have a predetermined fixed dollar
amount of principal
due at maturity that cannot vary; and (v) if the investments may
be liquidated
prior to their maturity or are being relied on to meet a certain
yield, interest
must be tied to a single interest rate index plus a single fixed
spread (if any)
and must move proportionately with that index.
Permitted Transferee: Any Transferee of a Class R Certificate,
other
than a Disqualified Organization or Non-United States
Person.
Person: Any individual, corporation, limited liability
company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the
amount of
money remitted to Combined Collateral LLC, at the direction of
or for the
benefit of the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged
Assets or
such other collateral, other than the related Mortgaged
Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all
money,
securities, security entitlements, accounts, general
intangibles, instruments,
documents, certificates of deposit, commodities contracts and
other investment
property and other property of whatever kind or description
pledged by Combined
Collateral LLC as security in respect of any Realized Losses in
connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage
Loan, and any
related collateral, or such other collateral as may be set forth
in the Series
Supplement.
20
<PAGE>
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset
Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC
and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to
any
Series, this Standard Terms together with the related Series
Supplement.
Pool Stated Principal Balance: As to any Distribution Date,
the
aggregate of the Stated Principal Balances of each Mortgage
Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum
rate
equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per
annum.
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 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)
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
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and
any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that was
the subject of (a) a Principal Prepayment in Full during the
portion of the
related Prepayment Period that falls during the prior calendar
month, an amount
equal to the excess of one month's interest at the Net Mortgage
Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the
Stated Principal Balance of such Mortgage Loan over the amount
of interest
(adjusted to the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of
a Modified Mortgage Loan)) paid by the Mortgagor for such month
to the date of
such Principal Prepayment in Full or (b) a Curtailment during
the prior calendar
month, an amount equal to one month's interest at the Net
Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal
Prepayment
in Full, the period commencing on the 16th day of the month
prior to the month
prior to the month in which that Distribution Date occurs and
ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage
guaranty
insurance or any replacement policy therefor referred to in
Section 2.03(b)(iv)
and (v).
21
<PAGE>
Principal Only Certificates: A Class of Certificates not
entitled to
payments of interest, and more specifically designated as such
in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery
on a
Mortgage Loan, including a recovery that takes the form of
Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its
scheduled Due Date
and is not accompanied by an amount as to interest representing
scheduled
interest on such payment due on any date or dates in any month
or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan that is made by the
Mortgagor.
Program Guide: Collectively, the Client Guide and the Servicer
Guide for
Residential Funding's mortgage loan purchase and conduit
servicing program and
all supplements and amendments thereto published by Residential
Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property)
required to be or otherwise purchased on any date pursuant to
Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of
the Stated
Principal Balance thereof plus the principal portion of any
related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted
Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the
Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the
Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated
Principal Balance
thereof to the Due Date in the Due Period related to the
Distribution Date
occurring in the month following the month of purchase from the
Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted
by
Residential Funding or the Company for a Deleted Mortgage Loan
which must, on
the date of such substitution, as confirmed in an Officers'
Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of
the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than
one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted
Mortgage
Loan (the amount of any shortfall to be deposited by
Residential
Funding in the Custodial Account in the month of
substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and
not more than 1% per annum higher than the Mortgage Rate and
Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of
the date of substitution;
22
<PAGE>
(iii) have a Loan-to-Value Ratio at the time of substitution no
higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than
(and
not more than one year less than) that of the Deleted
Mortgage
Loan;
(v) comply with each representation and warranty set forth
in
Sections 2.03 and 2.04 hereof and Section 4 of the
Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of
the
Deleted Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to
any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated
pursuant to the definition of "Pool Strip Rate" is greater than
the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage
Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through
Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified
Substitute
Mortgage Loan as calculated pursuant to the definition of
"Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies
specified
in the Preliminary Statement of the Series Supplement. If any
agency or a
successor is no longer in existence, "Rating Agency" shall be
such statistical
credit rating agency, or other comparable Person, designated by
the Company,
notice of which designation shall be given to the Trustee and
the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property):
-------------
(a) as to which a Cash Liquidation or REO Disposition has
occurred, an
amount (not less than zero) equal to (i) the Stated Principal
Balance of the
Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if
any) at the Net
Mortgage Rate from the Due Date as to which interest was last
paid or advanced
to Certificateholders up to the Due Date in the Due Period
related to the
Distribution Date on which such Realized Loss will be allocated
pursuant to
Section 4.05 on the Stated Principal Balance of such Mortgage
Loan (or REO
Property) outstanding during each Due Period that such interest
was not paid or
advanced, minus (iii) the proceeds, if any, received during the
month in which
such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as
recoveries of interest at the Net Mortgage Rate and to principal
of the Mortgage
Loan, net of the portion thereof reimbursable to the Master
Servicer or any
Subservicer with respect to related Advances, Servicing Advances
or other
expenses as to which the Master Servicer or Subservicer is
entitled to
reimbursement thereunder but which have not been previously
reimbursed,
23
<PAGE>
(b) which is the subject of a Servicing Modification, (i) (1)
the amount
by which the interest portion of a Monthly Payment or the
principal balance of
such Mortgage Loan was reduced or (2) the sum of any other
amounts owing under
the Mortgage Loan that were forgiven and that constitute
Servicing Advances that
are reimbursable to the Master Servicer or a Subservicer, and
(ii) any such
amount with respect to a Monthly Payment that was or would have
been due in the
month immediately following the month in which a Principal
Prepayment or the
Purchase Price of such Mortgage Loan is received or is deemed to
have been
received,
(c) which has become the subject of a Deficient Valuation,
the
difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount
of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a
Debt Service
Reduction shall be deemed a Realized 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.
To the extent the Master Servicer receives Subsequent Recoveries
with respect to
any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage
Loan will be reduced to the extent such recoveries are applied
to reduce the
Certificate Principal Balance of any Class of Certificates on
any Distribution
Date.
Record Date: With respect to each Distribution Date, the close
of
business on the last Business Day of the month next preceding
the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class
R
Certificate.
Relief Act: The Servicemembers Civil Relief Act or similar
legislation
24
<PAGE>
or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a
Mortgagor
that are not collectible from the Mortgagor pursuant to the
Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If
Residential
Funding Corporation is found by a court of competent
jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under
this Agreement
the Master Servicer or Trustee acting as Master Servicer shall
appoint a
successor REMIC Administrator, subject to assumption of the
REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at
Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
temporary and final regulations (or, to the extent not
inconsistent with such
temporary or final regulations, proposed regulations) and
published rulings,
notices and announcements promulgated thereunder, as the
foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the
Trustee for the benefit of the Certificateholders of any REO
Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
Master
Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds
of a final sale)
which the Master Servicer expects to be finally recoverable from
the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an
amount
equivalent to interest (at the Net Mortgage Rate that would have
been applicable
to the related Mortgage Loan had it been outstanding) on the
unpaid principal
balance of the Mortgage Loan as of the date of acquisition
thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of
any REO
Property (including, without limitation, proceeds from the
rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the
related
Cooperative Apartment) which proceeds are required to be
deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer
through foreclosure or deed in lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
25
<PAGE>
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i)
has been
subject to an interest rate reduction, (ii) has been subject to
a term extension
or (iii) has had amounts owing on such Mortgage Loan capitalized
by adding such
amount to the Stated Principal Balance of such Mortgage Loan;
provided, however,
that a Mortgage Loan modified in accordance with clause (i)
above for a
temporary period shall not be a Reportable Modified Mortgage
Loan if such
Mortgage Loan has not been delinquent in payments of principal
and interest for
six months since the date of such modification if that interest
rate reduction
is not made permanent thereafter.
Request for Release: A request for release, the forms of which
are
attached as Exhibit F hereto, or an electronic request in a form
acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be maintained from time to
time under this
Agreement, the Program Guide or the related Subservicing
Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional
Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the
principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii)
the excess, if
any, of (a) the amount of Additional Collateral required at
origination with
respect to such Mortgage Loan over (b) the net proceeds realized
by the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a
Delaware
corporation, in its capacity as seller of the Mortgage Loans to
the Company and
not in its capacity as Master Servicer, and any successor
thereto.
Responsible Officer: When used with respect to the Trustee, any
officer
of the Corporate Trust Department of the Trustee, including any
Senior Vice
President, any Vice President, any Assistant Vice President, any
Assistant
Secretary, any Trust Officer or Assistant Trust Officer with
particular
responsibility for this transaction, or any other officer of the
Trustee
customarily performing functions similar to those performed by
any of the above
designated officers to whom, with respect to a particular
matter, such matter is
referred.
Retail Certificates: A Senior Certificate, if any, offered in
smaller
minimum denominations than other Senior Certificates, and
designated as such in
the Series Supplement.
Schedule of Discount Fractions: The schedule setting forth the
Discount
Fractions with respect to the Discount Mortgage Loans, attached
as an exhibit to
the Series Supplement.
Security Agreement: With respect to a Cooperative Loan, the
agreement
creating a security interest in favor of the originator in the
related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer,
that executed a Seller's Agreement applicable to such Mortgage
Loan.
Seller's Agreement: An agreement for the origination and sale
of
Mortgage Loans generally in the form of the Seller Contract
referred to or
contained in the Program Guide, or in such other form as has
been approved by
the Master Servicer and the Company, each containing
representations and
warranties in respect of one or more Mortgage Loans consistent
in all material
respects with those set forth in the Program Guide.
26
<PAGE>
Senior Accelerated Distribution Percentage: With respect to
any
Distribution Date occurring on or prior to the 60th Distribution
Date and, with
respect to any Mortgage Pool comprised of two or more Loan
Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter
and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the
related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the
related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the
related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the
related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage
for
such Distribution Date;
provided, however,
-------- -------
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of
any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage
Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding Certificate Principal
Balance of
the Subordinate Certificates, is less than 50% or (Y) the
outstanding
principal balance of Mortgage Loans delinquent 60 days or more
averaged
over the last six months, as a percentage of the aggregate
outstanding
principal balance of all Mortgage Loans averaged over the last
six
months, does not exceed 2% and (2) Realized Losses on the
Mortgage 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
Subordinate
Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding principal balance of
all
Mortgage Loans averaged over the last six months, does not
exceed 4% and
(2) Realized Losses on the Mortgage 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 Subordinate Certificates,
and
27
<PAGE>
(ii) that for any Distribution Date on which the Senior
Percentage is greater
than the Percentage as of the Closing Date, the Senior
Accelerated
Distribution Percentage for such Distribution Date shall be
100%, or, if
the Mortgage Pool is comprised of two or more Loan Groups, for
any
Distribution Date on which the weighted average of the
Senior
Percentages for each Loan Group, weighted on the basis of the
Stated
Principal Balances of the Mortgage Loans in the related Loan
Group,
exceeds the weighted average of the initial Senior
Percentages
(calculated on such basis) for each Loan Group, each of the
Senior
Accelerated Distribution Percentages for such Distribution Date
will
equal 100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate Principal
Balances of the related Senior Certificates (other than the
Class A-P
Certificates, if any) to zero, the related Senior Accelerated
Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
------------------
Senior Percentage: As defined in the Series Supplement.
-----------------
Senior Support Certificate: A Senior Certificate that
provides
additional credit enhancement to certain other classes of Senior
Certificates
and designated as such in the Preliminary Statement of the
Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling
and
Servicing Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms
is
incorporated and pursuant to which, together with this Standard
Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and
maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in connection with a
default, delinquency or
other unanticipated event by the Master Servicer or a
Subservicer in the
performance of its servicing obligations, including, but not
limited to, the
cost of (i) the preservation, restoration and protection of a
Mortgaged Property
or, with respect to a Cooperative Loan, the related Cooperative
Apartment, (ii)
any enforcement or judicial proceedings, including foreclosures,
including any
expenses incurred in relation to any such proceedings that
result from the
Mortgage Loan being registered on the MERS System, (iii) the
management and
liquidation of any REO Property, (iv) any mitigation procedures
implemented in
accordance with Section 3.07, and (v) compliance with the
obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master
Servicer or any
Affiliate of the Master Servicer provides services such as
appraisals and
brokerage services that are customarily provided by Persons
other than servicers
of mortgage loans, reasonable compensation for such
services.
28
<PAGE>
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date,
the fee payable monthly to the Master Servicer in respect of
master servicing
compensation that accrues at an annual rate designated on the
Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may
be adjusted with
respect to successor Master Servicers as provided in Section
7.02.
Servicing Modification: Any reduction of the interest rate on or
the
outstanding principal balance of a Mortgage Loan, any extension
of the final
maturity date of a Mortgage Loan, and any increase to the
outstanding principal
balance of a Mortgage Loan by adding to the Stated Principal
Balance unpaid
principal and interest and other amounts owing under the
Mortgage Loan, in each
case pursuant to a modification of a Mortgage Loan that is in
default, or for
which, in the judgment of the Master Servicer, default is
reasonably
foreseeable, in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved
in, or
responsible for, the administration and servicing of the
Mortgage Loans whose
name and specimen signature appear on a list of servicing
officers furnished to
the Trustee by the Master Servicer, as such list may from time
to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess of the cost
of the
lesser of repair or replacement of a Mortgaged Property (or,
with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by
such Mortgaged
Property (or Cooperative Apartment) on account of direct
physical loss,
exclusive of (i) any loss of a type covered by a hazard policy
or a flood
insurance policy required to be maintained in respect of such
Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion
of such loss
not covered as a result of any coinsurance provision and (ii)
any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The
McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or
related
REO Property, at any given time, (i) the sum of (a) the Cut-off
Date Principal
Balance of the Mortgage Loan plus (b) any amount by which the
Stated Principal
Balance of the Mortgage Loan is increased pursuant to a
Servicing Modification,
minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with
respect to such Mortgage Loan or REO Property during each Due
Period ending
prior to the most recent Distribution Date which were received
or with respect
to which an Advance was made, and (b) all Principal Prepayments
with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as
recoveries of principal in accordance with Section 3.14 with
respect to such
Mortgage Loan or REO Property, in each case which were
distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any
Realized Loss
allocated to Certificateholders with respect thereto for any
previous
Distribution Date.
29
<PAGE>
Subclass: With respect to the Class A-V Certificates, any
Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass
will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests
specified by the
initial Holder of the Class A-V Certificates pursuant to Section
5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or
Class 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) (other than the
related Discount
Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution
Date.
Subordinate Percentage: As of any Distribution Date and, with
respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%
minus the related Senior Percentage as of such Distribution
Date.
Subsequent Recoveries: As of any Distribution Date, amounts
received by
the Master Servicer (net of any related expenses permitted to be
reimbursed
pursuant to Section 3.10) or surplus amounts held by the Master
Servicer to
cover estimated expenses (including, but not limited to,
recoveries in respect
of the representations and warranties made by the related Seller
pursuant to the
applicable Seller's Agreement and assigned to the Trustee
pursuant to Section
2.04) specifically related to a Mortgage Loan that was the
subject of a Cash
Liquidation or an REO Disposition prior to the related
Prepayment Period that
resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time
of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into a
Subservicing Agreement and who generally satisfied the
requirements set forth in
the Program Guide in respect of the qualification of a
Subservicer as of the
date of its approval as a Subservicer by the Master
Servicer.
Subservicer Advance: Any delinquent installment of principal
and
interest on a Mortgage Loan which is advanced by the related
Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing Account: An account established by a Subservicer
in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer
and any Subservicer relating to servicing and administration of
certain Mortgage
Loans as provided in Section 3.02, generally in the form of the
servicer
contract referred to or contained in the Program Guide or in
such other form as
has been approved by the Master Servicer and the Company. With
respect to
30
<PAGE>
Additional Collateral Loans subserviced by MLCC, the
Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the
Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset
Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment
Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage
Corporation, as
such agreement may be amended from time to time.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to
the related Subservicer (or, in the case of a Nonsubserviced
Mortgage Loan, to
the Master Servicer) in respect of subservicing and other
compensation that
accrues at an annual rate equal to the excess of the Mortgage
Rate borne by the
related Mortgage Note over the rate per annum designated on the
Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Surety: Ambac, or its successors in interest, or such other
surety as
may be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy No.
AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated
by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in
respect to Mortgage
Loans originated by Novus Financial Corporation, in each case
issued by Ambac
for the benefit of certain beneficiaries, including the Trustee
for the benefit
of the Holders of the Certificates, but only to the extent that
such Surety Bond
covers any Additional Collateral Loans, or such other Surety
Bond as may be
identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal Revenue
Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed
on behalf of any REMIC formed under the Series Supplement and
under the REMIC
Provisions, together with any and all other information, reports
or returns that
may be required to be furnished to the Certificateholders or
filed with the
Internal Revenue Service or any other governmental taxing
authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation
or other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets consisting of:
31
<PAGE>
(i) the Mortgage Loans and the related Mortgage Files and
collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage
Loans
due after the Cut-off Date (other than Monthly Payments due
in
the month of the Cut-Off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified
as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan,
but
not including amounts on deposit in the Initial Monthly
Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been
acquired
for the benefit of the Certificateholders by foreclosure or
deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if
any, the Pledged Assets with respect to each Pledged Asset
Loan,
and the interest in the Surety Bond transferred to the
Trustee
pursuant to Section 2.01,
(v) the Initial Monthly Payment Fund, and
(vi) all proceeds of clauses (i) through (v) above.
Underwriter: As defined in the Series Supplement.
-----------
Uniform Single Attestation Program for Mortgage Bankers: The
Uniform
Single Attestation Program for Mortgage Bankers, as published by
the Mortgage
Bankers Association of America and effective with respect to
fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage
such that the complete restoration of such property is not fully
reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a
corporation, partnership or other entity created or organized
in, or under the
laws of, the United States, provided that, for purposes solely
of the
restrictions on the transfer of residual interests, no
partnership or other
entity treated as a partnership for United States federal income
tax purposes
shall be treated as a United States Person unless all persons
that own an
interest in such partnership either directly or through any
entity that is not a
corporation for United States federal income tax purposes are
required by the
applicable operating agreement to be United States Persons, any
state thereof,
or the District of Columbia (except in the case of a
partnership, to the extent
provided in Treasury regulations) or any political subdivision
thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code,
or a trust that
is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of
the
Certificates which is allocated to any Certificate, and more
specifically
designated in Article XI of the Series Supplement.
32
<PAGE>
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 definition set forth herein include both the
singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery
hereof, does
hereby assign to the Trustee without recourse all the right,
title and
interest of the Company in and to the Mortgage Loans, including
all
interest and principal received on or with respect to the
Mortgage Loans
after the Cut-off Date (other than payments of principal and
interest
due on the Mortgage Loans in the month of the Cut-off Date).
In
connection with such transfer and assignment, the Company does
hereby
deliver to the Trustee the Certificate Policy (as defined in the
Series
Supplement), if any. The Company, the Master Servicer and the
Trustee
agree that it is not intended that any mortgage loan be included
in the
Trust that is (i) a "High-Cost Home Loan" as defined in the New
Jersey
Home Ownership Act effective November 27, 2003, (ii) a
"High-Cost Home
Loan" as defined in the New Mexico Home Loan Protection Act
effective
January 1, 2004 or (iii) a "High Cost Home Mortgage Loan" as
defined in
the Massachusetts Predatory Home Practices Act effective
November 7,
2004.
(b) In connection with such assignment, except as set forth in
Section
2.01(c) and subject to Section 2.01(d) below, the Company does
hereby
deliver to, and deposit with, the Trustee, or to and with one or
more
Custodians, as the duly appointed agent or agents of the Trustee
for
such purpose, the following documents or instruments (or copies
thereof
as permitted by this Section) (I) with respect to each Mortgage
Loan so
assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of
the Trustee and showing an unbroken chain of endorsements from
the
originator thereof to the Person endorsing it to the Trustee, or
with
respect to any Destroyed Mortgage Note, an original lost note
affidavit
from the related Seller or Residential Funding stating that the
original
Mortgage Note was lost, misplaced or destroyed, together with a
copy of
the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of
the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM
Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording
indicated
thereon or a copy of the Mortgage with evidence of recording
indicated
thereon;
33
<PAGE>
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, an
original Assignment of the Mortgage to the Trustee with evidence
of
recording indicated thereon or a copy of such assignment with
evidence
of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing
an unbroken chain of title from the originator thereof to the
Person
assigning it to the Trustee (or to MERS, if the Mortgage Loan
is
registered on the MERS(R) System and noting the presence of a
MIN) with
evidence of recordation noted thereon or attached thereto, or a
copy of
such assignment or assignments of the Mortgage with evidence
of
recording indicated thereon; and
(v) The original of each modification, assumption agreement or
preferred
loan agreement, if any, relating to such Mortgage Loan or a copy
of each
modification, assumption agreement or preferred loan
agreement.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the
order of the Trustee and showing an unbroken chain of
endorsements from
the originator thereof to the Person endorsing it to the
Trustee, or
with respect to any Destroyed Mortgage Note, an original lost
note
affidavit from the related Seller or Residential Funding stating
that
the original Mortgage Note was lost, misplaced or destroyed,
together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of
Proprietary Lease to the originator of the Cooperative Loan
with
intervening assignments showing an unbroken chain of title from
such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing
the
related Cooperative Stock pledged with respect to such
Cooperative Loan,
together with an undated stock power (or other similar
instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of
the
interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any
continuation statements, filed by the originator of such
Cooperative
Loan as secured party, each with evidence of recording
thereof,
evidencing the interest of the originator under the Security
Agreement
and the Assignment of Proprietary Lease;
34
<PAGE>
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken
chain of
title from the originator to the Trustee, each with evidence
of
recording thereof, evidencing the interest of the originator
under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator
in the Security Agreement, Assignment of Proprietary Lease and
the
recognition agreement referenced in clause (iv) above, showing
an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or
preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x) A duly completed UCC-1 financing statement showing the
Master
Servicer as debtor, the Company as secured party and the Trustee
as
assignee and a duly completed UCC-1 financing statement showing
the
Company as debtor and the Trustee as secured party, each in a
form
sufficient for filing, evidencing the interest of such debtors
in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the original of the
documents set
forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii),
(iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to
the Trustee or the Custodian or Custodians, deliver such
documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust for the use
and benefit of all present and future Certificateholders until
such time as is
set forth in the next sentence. Within thirty Business Days
following the
earlier of (i) the receipt of the original of all of the
documents or
instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and
(v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as
permitted by such
Section) for any Mortgage Loan and (ii) a written request by the
Trustee to
deliver those documents with respect to any or all of the
Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall
deliver a complete
set of such documents to the Trustee or the Custodian or
Custodians that are the
duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in
connection with any
Mortgage Loan, if the Company cannot deliver the original of the
Mortgage, any
assignment, modification, assumption agreement or preferred loan
agreement (or
copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon
concurrently with the execution and delivery of this Agreement
because of (i) a
delay caused by the public recording office where such Mortgage,
assignment,
modification, assumption agreement or preferred loan agreement
as the case may
be, has been delivered for recordation, or (ii) a delay in the
receipt of
certain information necessary to prepare the related
assignments, the Company
shall deliver or cause to be delivered to the Trustee or the
respective
Custodian a copy of such Mortgage, assignment, modification,
assumption
agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate
public office for real property records the Assignment referred
to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the
opinion of
counsel acceptable to the Master Servicer, such recording is not
required to
35
<PAGE>
protect the Trustee's interests in the Mortgage Loan against the
claim of any
subsequent transferee or any successor to or creditor of the
Company or the
originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or
on a properly recorded assignment of the Mortgage as the
mortgagee of record
solely as nominee for the Seller and its successors and assigns,
and shall
promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing
statement referred to in clause (II)(vii) and (x), respectively,
of Section
2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or
returned unrecorded to the Company because of any defect
therein, the Company
shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1,
as applicable,
or cure such defect, as the case may be, and cause such
Assignment to be
recorded in accordance with this paragraph. The Company shall
promptly deliver
or cause to be delivered to the Trustee or the respective
Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of
recording indicated
thereon at the time specified in Section 2.01(c). In connection
with its
servicing of Cooperative Loans, the Master Servicer will use its
best efforts to
file timely continuation statements with regard to each
financing statement and
assignment relating to Cooperative Loans as to which the related
Cooperative
Apartment is located outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage
Note or
Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian
to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim
Certification issued
by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii),
(iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy
rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan
registered on the
MERS(R) System, the Company further agrees that it will cause,
at the Company's
own expense, within 30 Business Days after the Closing Date, the
MERS(R) System
to indicate that such Mortgage Loans have been assigned by the
Company to the
Trustee in accordance with this Agreement for the benefit of
the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
(a) the code in the field which identifies the specific Trustee
and (b) the code
in the field "Pool Field" which identifies the series of the
Certificates issued
in connection with such Mortgage Loans. The Company further
agrees that it will
not, and will not permit the Master Servicer to, and the Master
Servicer agrees
that it will not, alter the codes referenced in this paragraph
with respect to
any Mortgage Loan during the term of this Agreement unless and
until such
Mortgage Loan is repurchased in accordance with the terms of
this Agreement.
(e) Residential Funding hereby assigns to the Trustee its
security interest in
and to any Additional Collateral or Pledged Assets, its right to
receive amounts
due or to become due in respect of any Additional Collateral or
Pledged Assets
pursuant to the related Subservicing Agreement and its rights as
beneficiary
under the Surety Bond in respect of any Additional Collateral
Loans. With
36
<PAGE>
respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential
Funding shall cause to be filed in the appropriate recording
office a UCC-3
statement giving notice of the assignment of the related
security interest to
the Trust Fund and shall thereafter cause the timely filing of
all necessary
continuation statements with regard to such financing
statements.
(f) It is intended that the conveyance by the Company to the
Trustee of the
Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated
REMIC Regular Interests, if any (as provided for in Section
2.06), be construed
as a sale by the Company to the Trustee of the Mortgage Loans
and any
Uncertificated REMIC Regular Interests for the benefit of
the
Certificateholders. Further, it is not intended that such
conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated
REMIC Regular
Interests by the Company to the Trustee to secure a debt or
other obligation of
the Company. However, if the Mortgage Loans and any
Uncertificated REMIC Regular
Interests are held to be property of the Company or of
Residential Funding, or
if for any reason this Agreement is held or deemed to create a
security interest
in the Mortgage Loans and any Uncertificated REMIC Regular
Interests, then it is
intended that (a) this Agreement shall be a security agreement
within the
meaning of Articles 8 and 9 of the New York Uniform Commercial
Code and the
Uniform Commercial Code of any other applicable jurisdiction;
(b) the conveyance
provided for in Section 2.01 shall be deemed to be, and hereby
is, (1) a grant
by the Company to the Trustee of a security interest in all of
the Company's
right (including the power to convey title thereto), title and
interest, whether
now owned or hereafter acquired, in and to any and all general
intangibles,
payment intangibles, accounts, chattel paper, instruments,
documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advices of
credit and investment property and other property of whatever
kind or
description now existing or hereafter acquired consisting of,
arising from or
relating to any of the following: (A) the Mortgage Loans,
including (i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate
and Cooperative
Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan,
the related Mortgage Note and Mortgage, and (iii) any insurance
policies and all
other documents in the related Mortgage File, (B) all amounts
payable pursuant
to the Mortgage Loans in accordance with the terms thereof, (C)
any
Uncertificated REMIC Regular Interests and (D) all proceeds of
the conversion,
voluntary or involuntary, of the foregoing into cash,
instruments, securities or
other property, including without limitation all amounts from
time to time held
or invested in the Certificate Account or the Custodial Account,
whether in the
form of cash, instruments, securities or other property and (2)
an assignment by
the Company to the Trustee of any security interest in any and
all of
Residential Funding's right (including the power to convey title
thereto), title
and interest, whether now owned or hereafter acquired, in and to
the property
described in the foregoing clauses (1)(A), (B), (C) and (D)
granted by
Residential Funding to the Company pursuant to the Assignment
Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of
the Trustee of
Mortgage Notes or such other items of property as constitute
instruments, money,
payment intangibles, negotiable documents, goods, deposit
accounts, letters of
credit, advices of credit, investment property, certificated
securities or
chattel paper shall be deemed to be "possession by the secured
party," or
37
<PAGE>
possession by a purchaser or a person designated by such secured
party, for
purposes of perfecting the security interest pursuant to the
Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable
jurisdiction as in effect (including, without limitation,
Sections 8-106, 9-313
and 9-106 thereof); and (d) notifications to persons holding
such property, and
acknowledgments, receipts or confirmations from persons holding
such property,
shall be deemed notifications to, or acknowledgments, receipts
or confirmations
from, securities intermediaries, bailees or agents of, or
persons holding for
(as applicable) the Trustee for the purpose of perfecting such
security interest
under applicable law.
The Company and, at the Company's direction, Residential Funding
and the
Trustee shall, to the extent consistent with this Agreement,
take such
reasonable actions as may be necessary to ensure that, if this
Agreement were
determined to create a security interest in the Mortgage Loans,
any
Uncertificated REMIC Regular Interests and the other property
described above,
such security interest would be determined to be a perfected
security interest
of first priority under applicable law and will be maintained as
such throughout
the term of this Agreement. Without limiting the generality of
the foregoing,
the Company shall prepare and deliver to the Trustee not less
than 15 days prior
to any filing date and, the Trustee shall forward for filing, or
shall cause to
be forwarded for filing, at the expense of the Company, all
filings necessary to
maintain the effectiveness of any original filings necessary
under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Trustee's
security interest in or lien on the Mortgage Loans and any
Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of
the Company,
including without limitation (x) continuation statements, and
(y) such other
statements as may be occasioned by (1) any change of name of
Residential
Funding, the Company or the Trustee (such preparation and filing
shall be at the
expense of the Trustee, if occasioned by a change in the
Trustee's name), (2)
any change of location of the place of business or the chief
executive office of
Residential Funding or the Company, (3) any transfer of any
interest of
Residential Funding or the Company in any Mortgage Loan or (4)
any transfer of
any interest of Residential Funding or the Company in any
Uncertificated REMIC
Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of
the Initial
Monthly Payment Fund. The Master Servicer shall hold such
Initial Monthly
Payment Fund in the Custodial Account and shall include such
Initial Monthly
Payment Fund in the Available Distribution Amount for the
initial Distribution
Date. Notwithstanding anything herein to the contrary, the
Initial Monthly
Payment Fund shall not be an asset of any REMIC. To the extent
that the Initial
Monthly Payment Fund constitutes a reserve fund for federal
income tax purposes,
(1) it shall be an outside reserve fund and not an asset of any
REMIC, (2) it
shall be owned by the Seller and (3) amounts transferred by any
REMIC to the
Initial Monthly Payment Fund shall be treated as transferred to
the Seller or
any successor, all within the meaning of Section 1.860G-2(h) of
the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan
pursuant to this
Agreement will also constitute the assignment, sale,
setting-over, transfer and
conveyance to the Trustee, without recourse (but subject to the
Company's
covena
| 
