EXHIBIT 4.2
FORM OF SERIES SUPPLEMENT
--------------------------------------------------------------------------------
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
[__________________],
Trustee
SERIES SUPPLEMENT,
Dated as of [________], 200[__],
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of [_____] 1, 200[__]
Mortgage Pass-Through Certificates
Series 200[__]-S[_]
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TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................3
Section 1.01
Definitions.......................................................................3
Section 1.02
Use of Words and
Phrases.........................................................19
Section 1.03
[Determination of
LIBOR..........................................................19
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................20
Section 2.01
Conveyance of Mortgage
Loans.....................................................20
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........................................23
Section 2.05
Execution and Authentication of Certificates/ Issuance of
Certificates Evidencing Interests in REMIC I
Certificates........................23
Section 2.06
[Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee.............................................24
Section 2.07
[Issuance of Certificates Evidencing Interest in REMIC
II........................24
Section 2.08
Purposes and Powers of the
Trust.................................................24
Section 2.09
Agreement Regarding Ability to
Disclose..........................................24
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................24
Section 3.01
Master Servicer to Act as
Servicer...............................................25
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................26
Section 3.03
Successor
Subservicers...........................................................27
Section 3.04
Liability of the Master
Servicer.................................................27
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................27
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee..................27
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................27
Section 3.08
Subservicing Accounts; Servicing
Accounts........................................27
i
TABLE OF CONTENTS
(continued)
PAGE
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans...................................................................28
Section 3.10
Permitted Withdrawals from the Custodial
Account.................................28
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms).............................30
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard
Terms).........................................30
Section 3.13
Enforcement of Due on Sale Clauses; Assumption and Modification
Agreements; Certain Assignments. (See Section 3.13 of the Standard
Terms)...........................................................................30
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................................30
Section 3.15
Trustee to Cooperate; Release of Mortgage
Files..................................32
Section 3.16
Servicing and Other Compensation; Compensating
Interest..........................32
Section 3.17
Reports to the Trustee and the
Company...........................................32
Section 3.18
Annual Statement as to
Compliance................................................33
Section 3.19
Annual Independent Public Accountants' Servicing
Report..........................33
Section 3.20
Rights of the Company in Respect of the Master
Servicer..........................33
Section 3.21
Administration of Buydown
Funds..................................................33
Section 3.22
Advance
Facility.................................................................33
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................33
Section 4.01
Certificate
Account..............................................................33
Section 4.02
Distributions....................................................................33
Section 4.03
Statements to
Certificateholders.................................................44
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer..............................................................44
Section 4.05
Allocation of Realized
Losses....................................................44
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property....................46
Section 4.07
Optional Purchase of Defaulted Mortgage
Loans....................................46
Section 4.08
Surety
Bond......................................................................46
Section 4.09
[Reserve
Fund....................................................................46
Section 4.10
[Rounding
Account................................................................47
ii
TABLE OF CONTENTS
(continued)
PAGE
Section 4.11
[Principal Distributions on the Insured
Certificates.............................47
ARTICLE V
THE
CERTIFICATES..........................................................................50
Section 5.01
The
Certificates.................................................................50
Section 5.02
Registration of Transfer and Exchange of Certificates. (See Section
5.02 of the Standard
Terms)......................................................52
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates. (See Section
5.03
of the Standard
Terms)...........................................................52
Section 5.04
Persons Deemed Owners. (See Section 5.04 of the Standard
Terms)..................52
Section 5.05
Appointment of Paying Agent. (See Section 5.05 of the Standard
Terms)............52
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................52
ARTICLE VII
DEFAULT...................................................................................52
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................52
ARTICLE IX
TERMINATION...............................................................................53
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...............................................................53
Section 9.02
Additional Termination Requirements. (See Section 9.02 of the
Standard
Terms)..................................................................54
Section 9.03
Termination of Multiple REMICs. (See Section 9.03 of the Standard
Terms)...........................................................................54
ARTICLE X
REMIC
PROVISIONS..........................................................................54
Section 10.01
REMIC
Administration.............................................................54
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification.................54
Section 10.03
Designation of
REMIC[s]..........................................................54
Section 10.04
Distributions on the Uncertificated REMIC [I and REMIC II] Regular
Interests........................................................................55
Section 10.05
Compliance with Withholding
Requirements.........................................56
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................56
Section 11.01
Amendment........................................................................57
Section 11.02
Recordation of
Agreement.........................................................57
iii
TABLE OF CONTENTS
(continued)
PAGE
Section 11.03
Limitation on Rights of
Certificateholders.......................................57
Section 11.04
Governing
Laws...................................................................57
Section 11.05
Notices..........................................................................57
Section 11.06
Required Notices to Rating Agency and
Subservicer................................58
Section 11.07
Severability of
Provisions.......................................................58
Section 11.08
Supplemental Provisions for
Resecuritization.....................................58
Section 11.09
Allocation of Voting
Rights......................................................58
Section 11.10
No
Petition......................................................................59
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................59
ARTICLE XIII
[CERTAIN MATTERS REGARDING
THE CERTIFICATE INSURER.......................................59
Section 13.01
Rights of the Certificate Insurer To Exercise Rights of Insured
Certificateholders...............................................................59
Section 13.02
Claims Upon the Certificate Policy; Certificate Insurance
Account................59
Section 13.03
Effect of Payments by the Certificate Insurer;
Subrogation.......................60
Section 13.04
Notices and Information to the Certificate
Insurer...............................61
Section 13.05
Trustee to Hold Certificate
Policy...............................................61
iv
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 [_________]
[Exhibit [___]:
Schedule of Planned Principal Balances]
[Exhibit [___]:
Schedule of Targeted Principal Balances]
v
This is a Series Supplement, dated as of [___________] 1, 200[__]
(the
"Series Supplement"), to the Standard Terms of Pooling and
Servicing Agreement,
dated as of [___] 1, 200[_] 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
[__________________], 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 Mortgage Loans. As provided herein, the REMIC Administrator
will make an
election to treat the entire segregated pool of assets described in
the
definition of Trust Fund, and subject to this Agreement (including
the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as one or
more real
estate mortgage investment conduits (each, a "REMIC") for federal
income tax
purposes.
The terms and provisions of the Standard Terms are hereby
incorporated by
reference herein as though set forth in full herein. If any term or
provision
contained herein shall conflict with or be inconsistent with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement shall govern. All capitalized terms not otherwise
defined herein
shall have the meanings set forth in the Standard Terms. The
Pooling and
Servicing Agreement shall be dated as of the date of the Series
Supplement.
The following table sets forth the designation, type, Pass-Through
Rate,
aggregate Initial Certificate Principal Balance, Maturity Date,
initial ratings
and certain features for each Class of Certificates comprising the
interests in
the Trust Fund created hereunder.
PASS-
AGGREGATE INITIAL
[STANDARD &
THROUGH
CERTIFICATE
MATURITY
POOR'S/FITCH
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE
FEATURES(1)
DATE
IBCA]
DENOMINATIONS(2)
-----------
----
-----------------
-----------
----
-----
----------------
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Senior
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
[Senior Support]
[_____] 25, 20[_]
AAA/AAA
$[__________]
Class [_]
[___]%
$[__________]
Prepayment
[_____] 25, 20[_]
AAA/AAA
$[__________]
Lockout/Senior
Class A-P
0.00%
$[__________]
Principal
[_____] 25, 20[_]
AAAr/AAA
$[__________]
Only/Senior
Class A-V
Variable
$0.00
Variable
[_____] 25, 20[_]
AAAr/AAA
(4)
Rate(3)
Strip/Senior
Class R
[___]%
$100.00
Residual/Senior
[_____] 25, 20[_]
AAA/AAA
(5)
Class M-1
[___]%
$[__________]
Mezzanine
[_____] 25, 20[_]
AA/AA
$[__________]
Class M-2
[___]%
$[__________]
Mezzanine
[_____] 25, 20[_]
A/A
$[__________]
Class M-3
[___]%
$[__________]
Mezzanine
[_____] 25, 20[_]
BBB/BBB
$[__________]
Class B-1
[___]%
$[__________]
Subordinate
[_____] 25, 20[_]
BB/BB
$[__________]
Class B-2
[___]%
$[__________]
Subordinate
[_____] 25, 20[_]
B/B
$[__________]
Class B-3
[___]%
$[__________]
Subordinate
[_____] 25, 20[_]
N/A
$[__________]
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $[__________].
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
------------------------
(1)
The Certificates, other than the Class B and Class R Certificates
shall be
Book-Entry Certificates. The Class Class B and Class R Certificates
shall
be delivered to the holders thereof in physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess thereof, except that one Certificate of any of the [Class
B-1,
Class B-2 and Class B-3] Certificates that contain an uneven
multiple of
$1,000 shall be issued in a denomination equal to the sum of the
related
minimum denomination set forth above and such uneven multiple for
such
Class or the sum of such denomination and an integral multiple of
$1,000.
[The retail Certificates shall be issuable in minimum dollar
denominations
of $1,000 and integral multiples of $1,000 in excess thereof].
(3)
The Initial Pass-Through Rate on the Class A-V Certificates is
[____]%.
(4)
The Class R Certificates shall be issuable in minimum denominations
of not
less than a 20% Percentage Interest; provided, however, that one
Class R
Certificate 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%.
2
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 Directed Certificates: Any one of the Class [___]
Certificates.]
[Accretion Termination Date: The earliest to occur of (i) the
Distribution
Date after which the Certificate Principal Balance of any Accretion
Directed
Certificates has been reduced to zero; (ii) the Distribution Date
after which
the Certificate Principal Balance of the Accrual Certificates has
been reduced
to zero; and (iii) the Credit Support Depletion Date.]
[Accrual Certificates: Any one of the Class [___] Certificates.]
[Accrual Distribution Amount: With respect to each Distribution
Date prior
to the Accretion Termination Date, an amount equal to the amount of
Accrued
Certificate Interest on any Accrual Certificates for such date, to
the extent
added to the Certificate Principal Balance thereof pursuant to
Section
[4.02(d)].]
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)
$[______] 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
(a) 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[est] of
(i) [if S&P is a rating agency] 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 [or
Pledged Asset Mortgage Loans]) having a Loan-to-Value Ratio at
origination
which exceeds 75% and (ii) $100,000; and
(ii) [if Fitch is a rating agency] 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 [or Pledged Asset Mortgage
Loans])
which had an original Loan-to-Value Ratio of 80% or greater that
would
result if the Net Mortgage Rate thereof was equal to the weighted
average
(based on the principal balance of the Mortgage Loans 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
3
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)
$100,000, and
(iii) [if Moody's is a rating agency (i) if the aggregate principal
balance of the Non-Primary Residence Loans as of the Relevant
Anniversary
is less than 10% of the Stated Principal Balance of the Mortgage
Loans as
of the Relevant Anniversary, $0.00, or (ii) if the aggregate
principal
balance of the Non-Primary Residence Loans as of the Relevant
Anniversary
is equal to or greater than 10% of the Stated Principal Balance of
the
Mortgage Loans as of the Relevant Anniversary, the sum of (x) the
aggregate
principal balance of the Non-Primary Residence Loans with a
Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00%
(other than
Additional Collateral Loans), times 0.25%, (y) the aggregate
principal
balance of the Non-Primary Residence Loans with a Loan-to-Value
Ratio of
greater than 90.00% but less than or equal to 95.00% (other than
Additional
Collateral Loans), times 0.50%, and (z) the aggregate principal
balance of
the Non-Primary Residence Loans with a Loan-to-Value Ratio of
greater than
95.00% (other than Additional Collateral Loans) times 0.75%, in
each case
as of the Relevant Anniversary,]
over (2) the aggregate amount of Bankruptcy Losses allocated solely
to one
or more specific Classes of Certificates in accordance with Section
4.05 since
the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is
reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such reduction shall not
reduce the
rating assigned to any Class of Certificates by such Rating Agency
below the
lower of the then-current rating or the rating assigned to such
Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy
of such
written confirmation to the Trustee.
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, the State of Illinois or the City of St.
Paul,
Minnesota (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.
[CB Loan Group: The group of Mortgage Loans comprised of the Group
CB
Loans.]
Certificate: Any [Class A], [Class CB], [Class NB], Class A-P,
Class A-V,
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 "[__________________], as trustee, in trust for the
registered holders
of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through
Certificates, Series 200[_]-S[_]" and which must be an Eligible
Account.
4
[Certificate Insurance Account: The account established pursuant to
Section
[_______] hereof.]
[Certificate Insurance Payment: Any payment made by the Certificate
Insurer
with respect to any Insured Certificates under the Certificate
Policy.]
[Certificate Insurance Premium: With respect to the Certificate
Policy and
any Distribution Date, an amount equal to one-twelfth (1/12) of
[___]% of the
Certificate Principal Balance of the Insured Certificates.]
[Certificate Insurer: [_____________], a stock insurance company
organized
and created under the laws of the State of [_____________], and any
successors
thereto, issuer of the Certificate Policy (No. [_________]).]
[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 financial guaranty insurance policy issued
by the
Certificate Insurer for the benefit of the Holders of any Insured
Certificates,
including any endorsements thereto, attached hereto as Exhibit
[___].]
Class A Certificate: Any one of the [Class A-[__], Class A-[__],]
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 CB Certificate: Any one of the Class CB-[___] Certificates
[or Class
CB-__ Certificates], executed by the Trustee and authenticated by
the
Certificate Registrar substantially in the form annexed to the
Standard Terms as
Exhibit A, which Certificates relate to the Group CB Loans.]
[Class CB 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 Class CB Certificates [and
Class R
Certificates] immediately prior to such Distribution Date and the
denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each
Discount Mortgage Loan) in the CB Loan Group immediately prior to
such
Distribution Date.]
[Class CB Principal Distribution Amount: As to any Distribution
Date, the
lesser of (a) the balance of the Available Distribution Amount
related to the CB
Loan Group remaining after the distribution of all amounts required
to be
distributed pursuant to Section 4.02(a)(i)(X), after the
distribution of the
portion of the amounts required to be distributed therefrom
pursuant to Section
4.02(a)(i)([Z]), and after the distribution of the amount required
to be
distributed to the Class A-P Certificateholders pursuant to Section
4.02(a)(ii)(X) or, after the Credit Support Depletion Date, the
amount required
to be distributed to the Class A-P Certificateholders pursuant to
Section
4.02(d), and (b) the sum of the amounts required to be distributed
therefrom to
the Class CB Certificateholders [and Class R Certificateholders] on
such
Distribution Date pursuant to and Section 4.02(a)(ii)([Y]) and
([Z]), and
Section 4.02(a)(xvii) [and (xviii)].]
5
[Class NB Certificate: Any one of the Class NB-[___] Certificates
[or Class
NB-[___] Certificates], executed by the Trustee and authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as
Exhibit A, which Certificates relate to the Group NB Loans.]
[Class NB 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 Class NB Certificates [and
Class R
Certificates] immediately prior to such Distribution Date and the
denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each
Discount Mortgage Loan) in the NB Loan Group immediately prior to
such
Distribution Date.]
[Class NB Principal Distribution Amount: As to any Distribution
Date, the
lesser of (a) the balance of the Available Distribution Amount
related to the NB
Loan Group remaining after the distribution of all amounts required
to be
distributed pursuant to Section 4.02(a)(i)([Y]), after the
distribution of the
portion of the amounts required to be distributed therefrom
pursuant to Section
4.02(a)(i)([Z]), and after the distribution of the amount required
to be
distributed to the Class A-P Certificateholders pursuant to Section
4.02(a)(ii)(X) or, after the Credit Support Depletion Date, the
amount required
to be distributed to the Class A-P Certificateholders pursuant to
Section
4.02(d), and (b) the sum of the amounts required to be distributed
therefrom to
the Class NB Certificateholders [and Class R Certificateholders] on
such
Distribution Date pursuant to and Section 4.02(a)(ii)([Y]) and
([Z]), and
Section 4.02(a)(xvii) [and (xviii)].]
Class R Certificate: [Any one of the Class R-I Certificates and
Class R-II
Certificates.] [Any one of the Class R Certificates executed by the
Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to
the Standard Terms as Exhibit D and evidencing an interest
designated as a
"residual interest" in the REMIC for purposes of the REMIC
Provisions.]
[Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the
form annexed to the Standard Terms as Exhibit D and evidencing an
interest
designated as a "residual interest" in REMIC I for purposes of the
REMIC
Provisions.]
[Class R-II Certificate: Any one of the Class R-II Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the
form annexed to the Standard Terms as Exhibit D and evidencing an
interest
designated as a "residual interest" in REMIC II for purposes of the
REMIC
Provisions.]
Closing Date: [_____________], 200[__].
Corporate Trust Office: The principal office of the Trustee at
which at any
particular time its corporate trust business with respect to this
Agreement
shall be administered, which office at the date of the execution of
this
instrument is located at [Address of Trustee], Attention: RFMSI
200[__]-S[_].
[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
6
Policy minus the aggregate of all payments previously made to the
Certificate
Insurer pursuant to [Sections 4.02(a)(xvi) and 4.02(e)] hereof as
reimbursement
for Certificate Insurance Payments.]
Cut-off Date: [___________] 1, 200[__].
Determination Date: With respect to any Distribution Date, the
[second/third] Business Day prior to each Distribution Date.
Discount Net Mortgage Rate: [____]% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan,
the calendar month of such Distribution Date.
Eligible Account: An account that is any of the following: [(i)
maintained
with a depository institution the debt obligations of which have
been rated by
each Rating Agency in its highest rating available, or (ii) an
account or
accounts in a depository institution in which such accounts are
fully insured to
the limits established by the FDIC, provided that any deposits not
so insured
shall, to the extent acceptable to each Rating Agency, as evidenced
in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered Holders of
Certificates have a
claim with respect to the funds in such account or a perfected
first security
interest against any collateral (which shall be limited to
Permitted
Investments) securing such funds that is superior to claims of any
other
depositors or creditors of the depository institution with which
such account is
maintained, or (iii) in the case of the Custodial Account, a trust
account or
accounts maintained in the corporate trust department of
[_______________], or
(iv) in the case of the Certificate Account, a trust account or
accounts
maintained in the corporate trust division of the Trustee, or (v)
an account or
accounts of a depository institution acceptable to each Rating
Agency (as
evidenced in writing by each Rating Agency that use of any such
account as the
Custodial Account or the Certificate Account will not reduce the
rating assigned
to any Class of Certificates by such Rating Agency below the lower
of the then
current rating or the rating assigned to such Certificates as of
the Closing
Date by such Rating Agency)].
Eligible Funds: On any Distribution Date, the portion, if any, of
the
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)] hereof), (iii) the Class A-P Principal
Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and
Class B-2 Certificates.
[Floater Certificates: Class [___] Certificates].
Fraud Loss Amount: As of any date of determination after the
Cut-off Date,
an amount equal to: (X) prior to the [first] anniversary of the
Cut-off Date an
amount equal to [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, (Y) prior to the [second]
anniversary of the
Cut-off Date, an
7
amount equal to 0.66% 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 hereof since the Cut-off Date up to
such date of
determination and (Z) 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) [0.33]% 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 hereof since the most recent anniversary of the
Cut-off Date
up to such date of determination. On and after the fifth
anniversary of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is
reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such reduction shall not
reduce the
rating assigned to any Class of Certificates by such Rating Agency
below the
lower of the then-current rating or the rating assigned to such
Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy
of such
written confirmation to the Trustee.
[Group CB Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group CB Loans, having original principal balances less
than or
equal to $[___________].]
[Group NB Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group NB Loans, having original principal balances
exceeding
$[_____________].]
[Guaranteed Distribution: With respect to any Insured Certificates
and any
Distribution Date, as defined in the Certificate Policy.]
[Index: [____________].]
[Indirect Depository Participant: An institution that is not a
Depository
Participant but clears through or maintains a custodial
relationship with
Participants and has access to the Depository's clearing system.]
Initial Monthly Payment Fund: $[________], representing scheduled
principal
amortization and interest at the Net Mortgage Rate during the Due
Period ending
on _________ 200_, 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-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
REMIC I Regular Interests Z represented by such Class or Subclass
on such date
[; and, with respect to any Class [___] Certificate,
$[_____________]].
8
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: [___] %
Class B-1: [___] %
Class M-2: [___] %
Class B-2: [___] %
Class M-3: [___] %
Class B-3: [___] %
[Insured Certificates: Any one of the Class [___] Certificates.]
[Insured Retail Certificate: An Insured Certificate that evidences
$1,000
initial Certificate Principal Balance.]
Interest Accrual Period: With respect to any Certificates and any
Distribution Date[, the calendar month preceding the month in which
such
Distribution Date occurs].
Interest Only Certificates: Any one of the Class A-V Certificates
[or Class
[___] Certificates.] The Interest Only Certificates will have no
Certificate
Principal Balance.
[Inverse Floater Certificates: Class [___] Certificates].
[LIBOR Rate Adjustment Date: [___________].]
[Loan Group: Either or both of the CB Loan Group or the NB Loan
Group.]
[Lockout Percentage: For any Distribution Date occurring prior to
the
Distribution Date in [_______] 200[_], 0%; for any Distribution
Date occurring
after [______] 200[_] but prior to [_______] 200[_], 30%; for any
Distribution
Date occurring after [______] 200[_] but prior to [_______] 200[_],
40%; for any
Distribution Date occurring after [______] 200[_] but prior to
[_______] 200[_],
60%; for any Distribution Date occurring after [______] 200[_] but
prior to
[_______] 200[_], 80%; for any Distribution Date after [_______]
200_, 100%.]
[Lockout Scheduled Percentage: for any Distribution Date occurring
prior to
the Distribution Date in [_________] 200[_] will be 0% and for any
Distribution
Date thereafter, will be 100%.]
Maturity Date: With respect to each Class of Certificates,
[________] 25,
20[__], the Distribution Date in the month 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:
9
(b) the Mortgage Loan identifying number ("RFC LOAN #");
(c) the maturity of the Mortgage Note ("MATURITY DATE");
(d) the Mortgage Rate ("ORIG RATE");
(e) the Subservicer pass-through rate ("CURR NET");
(f) the Net Mortgage Rate ("NET MTG RT");
(g) the Pool Strip Rate ("STRIP");
(h) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(i) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(j) the Loan-to-Value Ratio at origination ("LTV");
(k) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at
which the Servicing Fee accrues ("MSTR SERV FEE");
(l) 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
(m) 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.
[NB Loan Group: The group of Mortgage Loans comprised of the Group
NB
Loans.]
Non-Discount Mortgage Loan: The mortgage loans other than the
Discount
Mortgage Loans.
Notional Amount: 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 REMIC I Regular Interests Z represented by such
Class or Subclass
immediately prior to such date [and, as of any Distribution Date,
with respect
to any Class [___] Certificate, an amount equal to the Certificate
Principal
Balance of the Class [___] Certificates immediately prior to such
date].
[PAC Certificates: Any Class [___] Certificate.]
[PAC Distribution Amount: As of any Distribution Date, the amount
required
to reduce the Certificate Principal Balances of the PAC
Certificates to their
Planned Principal Balances as of such Distribution Date.]
10
Pass-Through Rate: With respect to the [Class A] [Class CB] [Class
NB]
Certificates [(other than the [Floater], [Inverse Floater], Class
A-V and Class
A-P 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 Floater
Certificates and the
initial Interest Accrual Period, [____]% per annum, and as to any
Interest
Accrual Period thereafter, a per annum rate equal to [Index] plus
[___]%,
subject to a maximum rate of [___]% per annum and a minimum rate of
[___]% per
annum.] [With respect to the Inverse Floater Certificates and the
initial
Interest Accrual Period, [_______]% per annum, and as to any
Interest Accrual
Period thereafter, a per annum rate equal to [______]% minus the
product of
[_____] and [Index], subject to a maximum rate of [______]% per
annum and a
minimum rate of [0.000]% per annum.] 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 Cut-off
Date). With
respect to the Class A-V Certificates and the initial Distribution
Date the
Pass-Through Rate is equal to [____]% 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 REMIC I Regular Interests
Z
represented by such Subclass as of the Due Date in the related Due
Period,
weighted on the basis of the respective Stated Principal Balances
of such
Mortgage Loans as of the day immediately preceding such
Distribution Date (or
with respect to the initial Distribution Date, at the close of
business on the
Cut-off Date). The Principal Only Certificates have no Pass-Through
Rate and are
not entitled to Accrued Certificate Interest.
[Planned Principal Balance: With respect to the PAC Certificates
and each
Distribution Date, the amount set forth for such Certificates on
such
Distribution Date on Exhibit [__] hereto.]
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 Assumption: [With respect to the Class [CB, Class A-P,
Class
A-V, Class M and Class B] Certificates, the prepayment assumption
of 300% of the
prepayment speed assumption to be used for determining the accrual
of original
issue discount and premium and market discount on such Certificates
for federal
income tax purposes. [With respect to the Class [NB] Certificates,
the
prepayment assumption to be used for determining the accrual of
original issue
discount and market discount and premium on such Certificates for
federal income
tax purposes, which assumes a constant rate of prepayment of
mortgage loans of
6.0% per annum of the then outstanding principal balance of such
mortgage loans
in the first month of the life of the mortgage loans, increasing by
an
additional 1.272727% per annum in each succeeding month until the
twelfth month,
and a constant 20.0% per annum rate of prepayment thereafter for
the life of the
mortgage loans.] [The prepayment speed assumption assumes a
constant rate of
prepayment of mortgage loans of 0.2% per annum of the then
outstanding principal
balance of such mortgage loans in the first month of the life of
the mortgage
loans, increasing by an
11
additional 0.2% per annum in each succeeding month until the
thirtieth month,
and a constant 6.0% per annum rate of prepayment thereafter for the
life of the
mortgage loans.]
Prepayment Distribution Percentage: With respect to any
Distribution Date
[and the Available Distribution Amount for each Loan Group] and
each Class of
Subordinate Certificates, under the applicable circumstances set
forth below,
the respective percentages set forth below:
(a) For any Distribution Date prior to the Distribution Date in
[______]
200[__] [(unless the Certificate Principal Balances of the Senior
Certificates
(other than the Class A-P Certificates)] [unless the Certificate
Principal
Balances of the Class CB Certificates [and Class R Certificates] or
Class NB
Certificates [and Class R Certificates], as applicable,] have been
reduced to
zero), 0%.
(b) For any Distribution Date not discussed in clause (i) above on
which
any Class of Subordinate Certificates are outstanding with a
Certificate
Principal Balance greater than zero:
(i) 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
(ii) in the case of each other Class of Subordinate Certificates
for
which the Prepayment Distribution Triggers have not been satisfied,
0%; and
(c) Notwithstanding the foregoing, if the application of the
foregoing
percentages on any Distribution Date as provided in Section 4.02 of
this Series
Supplement (determined without regard to the proviso to the
definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in
respect of principal of any Class or Classes of Subordinate
Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any
such class, a "Maturing Class"), then: (a) the Prepayment
Distribution
Percentage of each Maturing Class shall be reduced to a level that,
when applied
as described above, would exactly reduce the Certificate Principal
Balance of
such Class to zero; (b) the Prepayment Distribution Percentage of
each other
Class of Subordinate Certificates (any such Class, a "Non-Maturing
Class") shall
be recalculated in accordance with the provisions in paragraph (ii)
above, as if
the Certificate Principal Balance of each Maturing Class had been
reduced to
zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as
an aggregate percentage, shall be allocated among the Non-Maturing
Classes in
proportion to their respective Recalculated Percentages (the
portion of such
aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment
Distribution Percentage of each Non-Maturing Class shall be equal
to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated in
accordance
with the provisions in paragraph (ii) above as if the Certificate
Principal
12
Balance of each Maturing Class had not been reduced to zero, plus
(2) the
related Adjustment Percentage.
[Prepayment Lockout Percentage: For any Distribution Date occurring
prior
to the Distribution Date in [__________] 200[_], 0%; for any
Distribution Date
occurring after [__________] 200[_] but prior to [__________]
200[_], 30%; for
any Distribution Date occurring after [__________] 200[_] but prior
to
[__________] 200[_], 40%; for any Distribution Date occurring after
[__________]
200[_] but prior to [__________] 200[_], 60%; for any Distribution
Date
occurring after [__________] 200[_] but prior to [__________]
200[_], 80%; for
any Distribution Date after [__________] 200[_], 100%.]
[Principal Only Certificates: Any one of the Class A-P Certificates
or
Class __ Certificates.]
[Random Lot: With respect to any Distribution Date, the method by
which the
Depository will determine which the [______] Certificates will be
paid, using
its established random lot procedures or, if the [______]
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.
Related Classes: As to any Uncertificated REMIC I Regular Interest,
those
classes of Certificates identified as "Related Classes of
Certificates" to such
Uncertificated REMIC I Regular Interest in the definition of
Uncertificated
REMIC I Regular Interest.
[REMIC I: The segregated pool of assets, with respect to which a
REMIC
election is to be made, consisting of:
(a) the Mortgage Loans and the related Mortgage Files,
(b) all payments and collections in respect of the Mortgage Loans
due after
the Cut-off Date as shall be on deposit in the Custodial Account or
in the
Certificate Account and identified as belonging to the Trust Fund,
including the
proceeds from the liquidation of Additional Collateral for any
Additional
Collateral Loan, but not including amounts on deposit in the
Initial Monthly
Payment Fund,
(c) property which secured a Mortgage Loan and which has been
acquired for
the benefit of the Certificateholders by foreclosure or deed in
lieu of
foreclosure,
(d) the hazard insurance policies and Primary Insurance Policies,
if any,
the Pledged Assets with respect to each Pledged Asset Mortgage
Loan, and the
interest in the Surety Bond transferred to the Trustee pursuant to
Section 2.01
herein, and
(e) all proceeds of clauses (a) through (d) above.]
[REMIC I Certificates: The Class R-I Certificates.]
13
[REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular Interests conveyed in trust to the Trustee for the
benefit of
the holders of each Class of Certificates (other than the Class R-I
Certificates) pursuant to Section 2.06, with respect to which a
separate REMIC
election is to be made.]
[REMIC II Certificates: Any Class of Certificates (other than the
Class R-I
Certificates).]
[Reserve Fund Deposit: [_____].]
[Reserve Fund: Any one or more segregated trust accounts that are
Eligible
Accounts, which shall be titled "Reserve Fund, [NAME OF TRUSTEE],
as trustee for
the registered holders of Residential Funding Mortgage Securities
I, Inc.,
Mortgage Pass-Through Certificates, Series 200[__]-S[_], Class
[___]."]
[Reserve Fund Withdrawal: As defined in Section 4.[__].]
[Retail Certificates: Any of the Class [__] Certificates.]
[Rounding Account: A segregated trust account that is an Eligible
Account,
which shall be titled "Rounding Account, [NAME OF TRUSTEE], as
trustee for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage
Pass-Through Certificates, Series 200[__]-S[_], Class [__]."]
[Rounding Amount: [______].]
Senior Certificate: Any one of the [Class A], [Class CB, Class NB],
Class
A-P, Class A-V or Class R Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to
the Standard Terms as Exhibit A and Exhibit D.
Senior 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 each Discount Mortgage Loan) immediately prior to such
Distribution
Date.] [The Class CB Percentage or Class NB Percentage, as
applicable.]
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) 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), (xvi) and (xvii) of this Series Supplement.] [The
Class CB
Principal Distribution Amount or the Class NB Principal
Distribution Amount, as
applicable.]
[Senior Support Certificates: Any one of the Class [__]
Certificates.]
14
Special Hazard Amount: As of any Distribution Date, an amount equal
to
$[_________] 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) [if
Fitch is a rating
agency] 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 [___]% (which percentage is equal
to the
percentage of Mortgage Loans by aggregate principal balance
initially secured by
Mortgaged Properties located in the State of California) and (ii)
the aggregate
outstanding principal balance (as of the immediately preceding
Distribution
Date) of the largest Mortgage Loan 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
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 Loan Group] and each Class of Subordinate Certificates,
(a) the sum of
the following: (i) such Class's pro rata share, based on the
Certificate
Principal Balance of each Class of Subordinate Certificates then
outstanding, of
the aggregate of the amounts calculated (without giving effect to
the [related
Senior] Percentage[s]) for such Distribution Date [for the related
Loan Group]
under clauses (1), (2) and (3) of Section [4.02(a)(ii)(Y)(A)] to
the extent not
payable to the 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)] [for the related Loan Group] (without giving
effect to
the [related] Senior Accelerated Distribution Percentages) to the
extent such
collections are not otherwise distributed to the Senior
Certificates; (iii) the
product of (x) the [related] Prepayment
15
Distribution Percentage and (y) the aggregate of all Principal
Prepayments in
Full received in the related Prepayment Period and Curtailments
received in the
preceding calendar month [for the related Loan Group] (other than
the [related]
Discount Fraction of such Principal Prepayments in Full and
Curtailments with
respect to a 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
the related
Loan Group] 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) 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;]
[provided, however, that the Subordinate Principal Distribution
Amount for any
Class of Subordinate Certificates on any Distribution Date shall in
no event
exceed the outstanding Certificate Principal Balance of such Class
of
Certificates immediately prior to such date.]
[Super Senior Certificates: Any one of the Class [__]
Certificates.]
[Super Senior Principal Distribution Amount: As of any Distribution
Date on
or after the Credit Support Depletion Date the product of (a) the
then-applicable Super Senior Percentage and (b) the sum of the
amounts set forth
in Section [4.02(a)(ii)(Y)(A), (B), (C), (D) and (E)].
[Super Senior Percentage: As of any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate
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 all Senior Certificates (other than the Class
A-P
Certificates) immediately prior to such Distribution Date.]
[TAC Certificates: Any Class [___] Certificate.]
[TAC Distribution Amount: As of any Distribution Date, the amount
required
to reduce the Certificate Principal Balances of the TAC
Certificates to their
Targeted Principal Balances as of such Distribution Date.]
[Targeted Principal Balances: With respect to the TAC Certificates
and each
Distribution Date, the amount set forth for such Certificates on
such
Distribution Date on Exhibit [__] hereto.] Trust Fund: The
segregated pool of
assets consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
16
(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,
(vi)
the hazard insurance policies and Primary Insurance Policies, if
any,
(vii)
the Initial Monthly Payment Fund, and
(viii)
all proceeds of clauses (i) through (vii) above.
Uncertificated Accrued Interest: With respect to each Distribution
Date,
(i) as to each Uncertificated REMIC I Regular Interest other than
each
Uncertificated REMIC I Regular Interest Z, an amount equal to the
aggregate
amount of Accrued Certificate Interest that would result under the
terms of the
definition thereof on the Related Classes of Certificates if the
Pass-Through
Rate on such Classes were equal to the Uncertificated Pass-Through
Rate on such
Uncertificated REMIC I Regular Interest, (ii) as to each
Uncertificated REMIC I
Regular Interest Z and each Uncertificated REMIC II Regular
Interest Z, an
amount equal to one month's interest at the Pool Strip Rate of the
related
Mortgage Loan on the principal balance of such Mortgage Loan
reduced by such
Interest's pro rata share of any prepayment interest shortfalls or
other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests the per annum rate
specified in the
definition of Uncertificated REMIC I Regular Interests. With
respect to each
Uncertificated REMIC I Regular Interest Z and each Uncertificated
REMIC II
Regular Interest Z, the Pool Strip Rate for the related Mortgage
Loan.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC
I Regular Interest, as defined in the definition of Uncertificated
REMIC I
Regular Interests.
Uncertificated REMIC I Regular Interests: [Insert all REMIC Regular
Interests in lower tier REMICS.] The Uncertificated REMIC I Regular
Interests Z
together with the interests identified in the table below, each
representing an
undivided beneficial ownership interest in REMIC I, and having the
following
characteristics:
(a) The principal balance from time to time of each Uncertificated
REMIC I
Regular Interest identified in the table below shall be the amount
identified as
the Initial Principal Balance thereof in such table, minus (ii) the
sum of (x)
the aggregate of all amounts previously deemed distributed with
respect to such
interest and applied to reduce the Uncertificated Principal Balance
thereof
pursuant to Section 10.04(a)(ii) and (y) the aggregate of all
reductions in
Certificate Principal Balance deemed to have occurred in connection
with
Realized Losses that were previously deemed allocated to the
Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest
pursuant to
Section 10.04(d), which equals the
17
aggregate principal balance of the Classes of Certificates
identified as related
to such Uncertificated REMIC I Regular Interest in such table.
(b) The Uncertificated Pass-Through Rate for each Uncertificated
REMIC I
Regular Interest identified in the table below shall be the per
annum rate set
forth in the Pass-Through Rate column of such table.
(c) The Uncertificated REMIC I Distribution Amount for each REMIC I
Regular
Interest identified in the table below shall be, for any
Distribution Date, the
amount deemed distributed with respect to such Uncertificated REMIC
I Regular
Interest on such Distribution Date pursuant to the provisions of
Section
10.04(a).
Uncertificated REMIC I
Related Classes of
Regular Interest
Certificates
Pass-Through Rate
Initial Principal Balance
----------------
------------
-----------------
-------------------------
V
Class [______________]
[____]%
$[_______]
W
Class [______________]
[____]%
$[_______]
X
Class [______________]
[____]%
$[_______]
Y
Class [______________]
[____]%
$[_______]
Uncertificated REMIC I Regular Interests Z: The [___]
uncertificated
partial undivided beneficial ownership interests in the Trust Fund,
numbered
sequentially from 1 to [___], each relating to the particular
Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule,
each having
no principal balance, and each bearing interest at the respective
Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC I Regular Interests Z Distribution Amount:
With
respect to any Distribution Date, the sum of the amounts deemed to
be
distributed on the Uncertificated REMIC I Regular Interests Z for
such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: With
respect
to each Uncertificated REMIC I Regular Interest, other than the
Uncertificated
REMIC I Regular Interests Z, the amount specified as the
Uncertificated REMIC I
Regular Interest Distribution Amount with respect thereto in the
definition of
Uncertificated REMIC I Regular Interests. With respect to the
Uncertificated
REMIC I Regular Interests Z, the Uncertificated REMIC I Regular
Interests Z
Distribution Amount.
[Uncertificated REMIC II Regular Interests Z: Each of the [___]
uncertificated partial undivided beneficial ownership interests in
REMIC II
numbered sequentially from 1 through [___] each relating to the
identically
numbered Uncertificated REMIC I Regular Interests Z, each having no
principal
balance and bearing interest at a rate equal to the related Pool
Strip Rate on
the Stated Principal Balance of the Mortgage Loan related to the
identically
numbered Uncertificated REMIC I Regular Interests Z, comprising
such
Uncertificated REMIC II Regular Interest's pro rata share of the
amount
distributed pursuant to Sections 10.04(a) and (b).]
[Uncertificated REMIC II Regular Interests Distribution Amount:
With
respect to any Distribution Date, the sum of the amounts deemed to
be
distributed on the Uncertificated REMIC I Regular Interests Z for
such
Distribution Date pursuant to Section 4.02(a).]
18
Underwriter: [_____________].
Section 1.02 Use of Words and Phrases. "Herein," "hereby,"
"hereunder,"
"hereof," "hereinbefore," "hereinafter" and other equivalent words
refer to the
Pooling and Servicing Agreement as a whole. All references herein
to Articles,
Sections or Subsections shall mean the corresponding Articles,
Sections and
Subsections in the Pooling and Servicing Agreement. The definitions
set forth
herein include both the singular and the plural.
Section 1.03 [Determination of LIBOR. LIBOR applicable to the
calculation
of the Pass-Through Rates on the Floater Certificates and Inverse
Floater
Certificates, if any, for any Interest Accrual Period (other than
the initial
Interest Accrual Period) will be determined on each LIBOR Rate
Adjustment Date.
On each LIBOR Rate Adjustment Date, LIBOR shall be established by
the
Trustee and, as to any Interest Accrual Period, will equal the rate
for one
month United States dollar deposits that appears on the Telerate
Screen Page
3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment
Date.
"Telerate Screen Page 3750" means the display designated as page
3750 on the
Telerate Service (or such other page as may replace page 3750 on
that service
for the purpose of displaying London interbank offered rates of
major banks). If
such rate does not appear on such page (or such other page as may
replace that
page on that service, or if such service is no longer offered,
LIBOR shall be so
established by use of such other service for displaying LIBOR or
comparable
rates as may be selected by the Trustee after consultation with the
Master
Servicer), the rate will be the Reference Bank Rate. The "Reference
Bank Rate"
will be determined on the basis of the rates at which deposits in
U.S. Dollars
are offered by the reference banks (which shall be any three major
banks that
are engaged in transactions in the London interbank market,
selected by the
Trustee after consultation with the Master Servicer) as of 11:00
a.m., London
time, on the LIBOR Rate Adjustment Date to prime banks in the
London interbank
market for a period of one month in amounts approximately equal to,
with respect
to each of the Floater Certificates and Inverse Floater
Certificates, the
Certificate Principal Balances of the Floater Certificates and
Inverse Floater
Certificates, respectively, then outstanding. The Trustee will
request the
principal London office of each of the reference banks to provide a
quotation of
its rate. If at least two such quotations are provided, the rate
will be the
arithmetic mean of the quotations rounded up to the next multiple
of 1/16%. If
on such date fewer than two quotations are provided as requested,
the rate will
be the arithmetic mean of the rates quoted by one or more major
banks in New
York City, selected by the Trustee after consultation with the
Master Servicer,
as of 11:00 a.m., New York City time, on such date for loans in
U.S. Dollars to
leading European banks for a period of one month in amounts
approximately equal
to, with respect to each of the Floater Certificates and Inverse
Floater
Certificates, the Certificate Principal Balances of the Floater
Certificates and
Inverse Floater Certificates, respectively, then outstanding. If no
such
quotations can be obtained, the rate will be LIBOR for the prior
Distribution
Date.
The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date
and the Trustee's subsequent calculation of the Pass-Through Rates
applicable to
each of the Floater Certificates and Inverse Floater Certificates
for the
relevant Interest Accrual Period, in the absence of manifest error,
will be
final and binding.
19
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply
the Master Servicer with the results of its determination of LIBOR
on such date.
Furthermore, the Trustee will supply to any Certificateholder so
requesting by
telephone the Pass-Through Rates on each of the Floater
Certificates and Inverse
Floater Certificates for the current and the immediately preceding
Interest
Accrual Period.]
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). 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 House Enrolled Act No. 1229,
effective as of
January 1, 2005.
(b) (See Section 2.01(b) - (h) of the Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the
Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer,
see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the
benefit of Certificateholders that as of the Closing Date (or, if
otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan
has been
so Delinquent more than once in the 12-month period prior to the
Cut-off
Date;
(ii) The information set forth in 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;
20
(iii) The Mortgage Loans are fully-amortizing (subject to interest
only periods, if applicable), fixed-rate mortgage loans with level
Monthly
Payments due, with respect to a majority of the Mortgage Loans, on
the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, [except with respect
to
[___] Mortgage Loans representing approximately [___]% of the
Mortgage
Loans by aggregate Stated Principal Balance,] if a Mortgage Loan is
secured
by a Mortgaged Property with a Loan-to-Value Ratio at origination
in excess
of 80%, such Mortgage Loan is the subject of a Primary Insurance
Policy
that insures (a) [at least 35% of the Stated Principal Balance of
the
Mortgage Loan at origination if the Loan-to-Value Ratio is between
100.00%
and 95.01%, (b)] at least 30% of the Stated Principal Balance of
the
Mortgage Loan at origination if the Loan-to-Value Ratio is between
95.00%
and 90.01%, (c) at least 25% of such balance if the Loan-to-Value
Ratio is
between 90.00% and 85.01% and (d) at least 12% of such balance if
the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of
the
Company's knowledge, each such Primary Insurance Policy is in full
force
and effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to
each
Rating Agency;
(vi) No more than [___]% of the [Mortgage] [Group CB] Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by
Mortgaged Properties located in any one zip code area in California
and no
more than [___]% 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 California[; and no more than
[___]% of
the [Group NB] Loans by aggregate Stated Principal Balance as of
the
Cut-off Date are secured by Mortgaged Properties located in any one
zip
code area in California and no more than [___]% of the [Mortgage]
[Group
CB] Loans by aggregate Stated Principal Balance as of the Cut-off
Date are
secured by Mortgaged Properties located in any one zip code area
outside
California];
(vii) The improvements upon the Mortgaged Properties are insured
against loss by fire and other hazards as required by the Program
Guide,
including flood insurance if required under the National Flood
Insurance
Act of 1968, as amended. The Mortgage requires the Mortgagor to
maintain
such casualty insurance at the Mortgagor's expense, and on the
Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain
and
maintain such insurance at the Mortgagor's expense and seek
reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner
of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or
security
interest (other than rights to servicing and related compensation)
and such
assignment validly transfers ownership of the Mortgage Loans to the
Trustee
free and clear of any pledge, lien, encumbrance or security
interest;
21
(ix) Approximately [___]% of the [Mortgage] [Group CB] Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten
under a reduced loan documentation program, approximately [___]% of
the
[Mortgage] [Group CB] Loans by aggregate Stated Principal Balance
as of the
Cut-off Date were underwritten under a no-stated income program,
and
approximately [___]% of the [Mortgage] [Group CB] Loans by
aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under a
no
income/no asset program[; and approximately [___]% of the [Group
NB] Loans
by aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a reduced loan documentation program,
approximately
[___]% of the [Group NB] Loans by aggregate Stated Principal
Balance as of
the Cut-off Date were underwritten under a no-stated income
program, and
approximately [___]% of the [Group NB] Loans by aggregate Stated
Principal
Balance as of the Cut-off Date were underwritten under a no
income/no asset
program];
(x) Except with respect to approximately [___]% of the [Mortgage]
[Group CB] Loans by aggregate Stated Principal Balance as of the
Cut-off
Date, [and approximately [___]% of the [Group NB] Loans by
aggregate Stated
Principal Balance as of the Cut-off Date,] the Mortgagor
represented in its
loan application with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied 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 are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(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) Except with respect to [___] of the Mortgage Loans is a
Cooperative Loan;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated
appraisals of Mortgaged Properties are obtained in connection with
the
refinancing thereof), the related Seller has represented that
either (a)
the value of the related Mortgaged Property as of the date the
Mortgage
Loan was originated was not less than the appraised value of such
property
at the time of origination of the refinanced Mortgage Loan or (b)
the
Loan-to-Value Ratio of the Mortgage Loan as of the date of
origination of
the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of
a
360-day year consisting of twelve 30-day months;
22
(xvii) [None] of the Mortgage Loans contain in the related Mortgage
File a Destroyed Mortgage Note;
(xviii) [No more than [___]% of the [Mortgage] [Group CB] Loans
[and
[___]% of the [Group NB] Loans by aggregate Stated Principal
Balance as of
the Cut-off Date will have been made to International Borrowers,
and no
such Mortgagor is a member of a foreign diplomatic mission with
diplomatic
rank;]
(xix) [No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United
States)
sovereign government;] and
(xx) [None] of the Mortgage Loans are Additional Collateral Loans
and
[none] of the Mortgage Loans are Pledged Asset Loans.
It is understood and agreed that the representations and warranties
set forth in
this Section 2.03(b) shall survive delivery of the respective
Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee or
any Custodian of a breach of any of the representations and
warranties set forth
in this Section 2.03(b) that materially and adversely affects the
interests of
the Certificateholders in any Mortgage Loan, the party discovering
such breach
shall give prompt written notice to the other parties (any
Custodian being so
obligated under a Custodial Agreement); provided, however, that in
the event of
a breach of the representation and warranty set forth in Section
2.03(b)(xii),
the party discovering such breach shall give such notice within
five days of
discovery. Within 90 days of its discovery or its receipt of notice
of breach,
the Company shall either (i) cure such breach in all material
respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the
manner set forth in Section 2.02; provided that the Company shall
have the
option to substitute a Qualified Substitute Mortgage Loan or Loans
for such
Mortgage Loan if such substitution occurs within two years
following the Closing
Date; provided that if the omission or defect would cause the
Mortgage Loan to
be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from
the date such
breach was discovered. Any such substitution shall be effected by
the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed
that the
obligation of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as to which such a breach has occurred and is
continuing
shall constitute the sole remedy respecting such breach available
to the
Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04
of the Standard Terms)
Section 2.05 Execution and Authentication of Certificates/ Issuance
of
Certificates Evidencing Interests in REMIC I Certificates. The
Trustee
acknowledges the assignment to it of the Mortgage Loans and the
delivery of the
Mortgage Files to it, or any Custodian on its behalf,
23
subject to any exceptions noted, together with the assignment to it
of all other
assets included in the Trust Fund and/or the applicable REMIC,
receipt of which
is hereby acknowledged. Concurrently with such delivery and in
exchange
therefor, the Trustee, pursuant to the written request of the
Company executed
by an officer of the Company, has executed and caused to be
authenticated and
delivered to or upon the order of the Company the [Certificates in
authorized
denominations that evidence ownership of the entire Trust Fund.]
[Class R-I
Certificates in authorized denominations which together with the
Uncertificated
REMIC I Regular Interests, evidence ownership of REMIC I.]
Section 2.06 [Conveyance of Uncertificated REMIC I and REMIC II
Regular
Interests; Acceptance by the Trustee. The Company, as of the
Closing Date, and
concurrently with the execution and delivery hereof, does hereby
assign without
recourse all the right, title and interest of the Company in and to
the
Uncertificated REMIC I Regular Interests to the Trustee for the
benefit of the
Holders of each Class of Certificates (other than the Class R-I
Certificates).
The Trustee acknowledges receipt of the Uncertificated REMIC I
Regular Interests
and declares that it holds and will hold the same in trust for the
exclusive use
and benefit of all present and future Holders of each Class of
Certificates
(other than the Class R-I Certificates). 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 such Classes in such distributions,
shall be as set
forth in this Agreement.]
Section 2.07 [Issuance of Certificates Evidencing Interest in REMIC
II. The
Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular
Interests and, concurrently therewith and in exchange therefor,
pursuant to the
written request of the Company executed by an officer of the
Company, the
Trustee has executed and caused to be authenticated and delivered
to or upon the
order of the Company, all Classes of Certificates (other than the
Class R-I
Certificates) in authorized denominations, which evidence ownership
of the
entire REMIC II.]
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of
the
Standard Terms).
Section 2.09 Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby agree,
notwithstanding any other express or implied agreement to the
contrary, that any
and all Persons, and any of their respective employees,
representatives, and
other agents may disclose, immediately upon commencement of
discussions, to any
and all Persons, without limitation of any kind, the tax treatment
and tax
structure of the transaction and all materials of any kind
(including opinions
or other tax analyses) that are provided to any of them relating to
such tax
treatment and tax structure. For purposes of this paragraph, the
terms "tax
treatment" and "tax structure" are defined under Treasury
Regulation ss.
1.6011-4(c).
24
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in
accordance with the terms of this Agreement and the respective
Mortgage Loans,
following such procedures as it would employ in its good faith
business judgment
and which are normal and usual in its general mortgage servicing
activities, and
in the case of the Mortgage Loans being subserviced by Wells Fargo,
if any, such
procedures that comply with applicable federal, state and local law
and that are
in accordance with accepted mortgage servicing practices of prudent
mortgage
lending institutions which service loans of the same type as the
Mortgage Loans
in the jurisdiction in which the related Mortgaged Property is
located, and
shall have full power and authority, acting alone or through
Subservicers as
provided in Section 3.02, to do any and all things which it may
deem necessary
or desirable in connection with such servicing and administration.
Without
limiting the generality of the foregoing, the Master Servicer in
its own name or
in the name of a Subservicer is hereby authorized and empowered by
the Trustee
when the Master Servicer or the Subservicer, as the case may be,
believes it
appropriate in its best judgment, to execute and deliver, on behalf
of the
Certificateholders and the Trustee or any of them, any and all
instruments of
satisfaction or cancellation, or of partial or full release or
discharge, or of
consent to assumption or modification in connection with a proposed
conveyance,
or of assignment of any Mortgage and Mortgage Note in connection
with the
repurchase of a Mortgage Loan and all other comparable instruments,
or with
respect to the modification or re recording of a Mortgage for the
purpose of
correcting the Mortgage, the subordination of the lien of the
Mortgage in favor
of a public utility company or government agency or unit with
powers of eminent
domain, the taking of a deed in lieu of foreclosure, the
commencement,
prosecution or completion of judicial or non judicial foreclosure,
the
conveyance of a Mortgaged Property to the related Insurer, the
acquisition of
any property acquired by foreclosure or deed in lieu of
foreclosure, or the
management, marketing and conveyance of any property acquired by
foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and
with respect
to the Mortgaged Properties. The Master Servicer further is
authorized and
empowered by the Trustee, on
