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
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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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
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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
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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.
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REMIC I
PASS-THROUGH
INITIAL UNCERTIFICATED
LATEST
DESIGNATION
RATE
PRINCIPAL BALANCE POSSIBLE
MATURITY(1)
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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.
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AGGREGATE
INITIAL
CERTIFICATE
MATURITY
PASS-THROUGH PRINCIPAL
FEATURES(1)
DATE
FITCH/
MINIMUM
DESIGNATION RATE
BALANCE
S&P/MOODY'S DENOMINATIONS(2)
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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
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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.
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<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.
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<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.
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<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.
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<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);
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<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;
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<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;
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<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.
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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
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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 Princ
