RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF DECEMBER 1, 2005
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 2005
Mortgage Pass-Through Certificates
Series
2005-S9
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS...............................................................4
Section 1.01
Definitions.......................................................4
Section 1.02 Use of
Words and Phrases.........................................17
Section 1.03
Determination of
LIBOR...........................................17
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.............................................................19
Section 2.01 Conveyance
of Mortgage Loans.....................................19
Section 2.02 Acceptance
by Trustee. (See Section 2.02 of the Standard
Terms)...........................................................19
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer and the
Company.........................................19
Section 2.04
Representations and Warranties of Sellers. (See Section 2.04
of the Standard
Terms)...........................................22
Section 2.05 Execution
and Authentication of Class R-I Certificates...........22
Section 2.06 Conveyance
of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee.............................22
Section 2.07 Issuance
of Certificates Evidencing Interest in REMIC II.........22
Section 2.08 Purposes
and Powers of the Trust. (See Section 2.08 of the
Standard
Terms)..................................................22
Section 2.09 Agreement
Regarding Ability to Disclose..........................22
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................24
Section 3.01 Master
Servicer to Act as Servicer...............................24
Section 3.02
Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations......................................................25
Section 3.03 Successor
Subservicers. (See Section 3.03 of the Standard
Terms)...........................................................26
Section 3.04 Liability
of the Master Servicer. (See Section 3.04 of the
Standard
Terms)..................................................26
Section 3.05 No
Contractual Relationship Between Subservicer and Trustee
or Certificateholders. (See Section 3.05 of the Standard
Terms)...........................................................26
Section 3.06 Assumption
or Termination of Subservicing Agreements by
Trustee..........................................................26
Section 3.07 Collection
of Certain Mortgage Loan Payments; Deposits to
Custodial Account. (See Section 3.07 of the Standard
Terms)......26
Section 3.08
Subservicing Accounts; Servicing
Accounts........................26
Section 3.09 Access to
Certain Documentation and Information Regarding
the Mortgage Loans. (See Section 3.09 of the Standard
Terms).....27
Section 3.10 Permitted
Withdrawals from the Custodial Account.................27
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms).............29
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage. (See Section 3.12 of the Standard
Terms)...............29
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments. (See Section
3.13 of the Standard
Terms)......................................29
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................29
Section 3.15 Trustee to
Cooperate; Release of Mortgage Files. (See
Section 3.15 of the Standard
Terms)..............................31
Section 3.16 Servicing
and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard
Terms).........................31
Section 3.17 Reports to
the Trustee and the Company. (See Section 3.17 of
the Standard
Terms)..............................................31
Section 3.18 Annual
Statement as to Compliance. (See Section 3.18 of the
Standard
Terms)..................................................31
Section 3.19 Annual
Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard
Terms).........................32
Section 3.20 Rights of
the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard
Terms).........................32
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the
Standard
Terms)..................................................32
Section 3.22 Advance
Facility. (See Section 3.22 of the Standard Terms).......32
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................33
Section 4.01
Certificate Account. (See Section 4.01 of the Standard
Terms)....33
Section 4.02
Distributions....................................................33
Section 4.03 Statements
to Certificateholders; Statements to Rating
Agencies; Exchange Act Reporting. (See Section 4.03 of the
Standard
Terms)..................................................43
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)..................................................43
Section 4.05 Allocation
of Realized Losses....................................43
Section 4.06 Reports of
Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard
Terms)...............45
Section 4.07 Optional
Purchase of Defaulted Mortgage Loans....................45
Section 4.08 Surety
Bond. (See Section 4.08 of the Standard Terms)............46
ARTICLE V
THE
CERTIFICATES.........................................................47
Section 5.01 The
Certificates.................................................47
Section 5.02
Registration of Transfer and Exchange of Certificates. (See
Section 5.02 of the Standard
Terms)..............................48
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates. (See
Section 5.03 of the Standard
Terms)..............................48
Section 5.04 Persons
Deemed Owners. (See Section 5.04 of the Standard
Terms)...........................................................48
Section 5.05
Appointment of Paying Agent. (See Section 5.05 of the
Standard
Terms)..................................................48
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (See Article VI of the
Standard
Terms)...................................................................49
ARTICLE VII
DEFAULT (See Article VII of the Standard
Terms)..........................50
ARTICLE VIII CONCERNING
THE TRUSTEE (See Article VIII of the Standard
Terms)..........51
ARTICLE IX
TERMINATION..............................................................52
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....................52
Section 9.02 Additional
Termination Requirements. (See Section 9.02 of
the Standard
Terms)..............................................53
Section 9.03
Termination of Multiple REMICs. (See Section 9.03 of the
Standard
Terms)..................................................53
ARTICLE X
REMIC
PROVISIONS.........................................................54
Section 10.01 REMIC
Administration. (See Section 10.01 of the Standard
Terms)...........................................................54
Section 10.02 Master Servicer;
REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard
Terms).......54
Section 10.03 Designation of
REMIC(s)..........................................54
Section 10.04 Distributions on
the Uncertificated REMIC I Regular
Interests
Z......................................................54
Section 10.05 Compliance with
Withholding Requirements.........................56
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................57
Section 11.01 Amendment. (See
Section 11.01 of the Standard Terms).............57
Section 11.02 Recordation of
Agreement, Counterparts. (See Section 11.02
of the Standard
Terms)...........................................57
Section 11.03 Limitation on
Rights of Certificateholders. (See Section
11.03 of the Standard
Terms).....................................57
Section 11.04 Governing Laws.
(See Section 11.04 of the Standard Terms)........57
Section 11.05
Notices..........................................................57
Section 11.06 Required Notices
to Rating Agency and Subservicer................58
Section 11.07 Severability of
Provisions. (See Section 11.07 of the
Standard
Terms)..................................................59
Section 11.08 Supplemental
Provisions for Resecuritization. (See Section
11.08 of the Standard
Terms).....................................59
Section 11.09 Allocation of
Voting Rights......................................59
Section 11.10 No
Petition......................................................59
<PAGE>
EXHIBITS
Exhibit One: Mortgage
Loan Schedule (Available from the Company upon request.)
Exhibit Two: Schedule
of Discount Fractions (Available from the Company upon
request.)
Exhibit Three: Information to be
Included in Monthly Distribution Date Statement
Exhibit Four: Standard Terms
of Pooling and Servicing Agreement dated as of May 1, 2005
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<PAGE>
This is a Series
Supplement, dated as
of December 1, 2005 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of May 1, 2005 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 Trust Fund, and subject to this Agreement
(including the
Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real
estate mortgage
investment conduit
(the "REMIC") for federal income tax purposes and such
segregated pool of
assets will be designated as "REMIC I." The Uncertificated
REMIC Regular I 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 I Regular Interests will be
designated as "REMIC II," and the REMIC Administrator will make a
separate REMIC
election with
respect thereto. The Class A-1 Certificates, Class A-2
Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates,
Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class
A-9 Certificates,
Class A-10 Certificates, Class A-11
Certificates, the
Class A-12
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 REMIC II Regular Interests Z 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 REMIC I Regular Interests Z.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term
or provision
contained herein shall
conflict with or be inconsistent with any provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall
govern. Any
cross-reference
to a section of the
Pooling and
Servicing Agreement,
to the extent the
terms of the Standard
Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related
section of the Series Supplement. All capitalized terms not
otherwise defined
herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the
date of the
Series Supplement.
The following table 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
PASS-THROUGH PRINCIPAL
MATURITY
MOODY'S/ MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P/FITCH
DENOMINATIONS(2)
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Class A-1
Adjustable
$103,066,220.00
Senior/Floater/Adjustable Rate December, 2035
Aaa/AAA/AAA
$100,000.00
Rate
Class A-2
Adjustable
$17,924,560.00
Senior/Inverse
December, 2035
Aaa/AAA/AAA $100,000.00
Rate
Floater/Adjustable Rate
Class A-3
5.75% $49,879,000.00
Super Senior/ Fixed Rate
December, 2035 Aaa/AAA
$100,000.00
Class A-4
5.75%
$1,871,320.00 Senior
Support/ Fixed Rate December,
2035 Aa1/AAA/AAA
$100,000.00
Class A-5
5.75% $81,289,900.00
Senior/Fixed Rate
December, 2035
Aaa/AAA/AAA $100,000.00
Class A-6
5.75% $32,000,000.00
Super
Senior/Lockout/Fixed Rate December, 2035 Aaa/AAA
$100,000.00
Class A-7
5.75%
$5,716,000.00
Senior Support/Lockout/Fixed Rate December, 2035 Aa1/AAA/AAA $100,000.00
Class A-8
5.50% $15,986,000.00
Super Senior/Accretion
December, 2035
Aaa/AAA/AAA $100,000.00
Directed/Fixed Rate
Class A-9
5.50% $21,160,000.00
Super
Senior/Accrual/Fixed Rate December, 2035 Aaa/AAA/AAA $100,000.00
Class A-10
6.25%
$15,000,000.00
Senior/Fixed Rate
December, 2035
Aaa/AAA/AAA $100,000.00
Class A-11
6.25%
$4,200,000.00
Senior/Retail/Fixed Rate
December, 2035
Aaa/AAA/AAA
$1,000.00
Class A-12
5.50%
$1,254,000.00
Senior Support/Accretion
December, 2035
Aa1/AAA/AAA $100,000.00
Directed Fixed/Rate
Class A-P
0.00%
$3,504,096.32
Senior/Principal Only December,
2035 Aaa/AAA/AAA
$100,000.00
Class A-V
Variable
Notional
Senior/Interest Only/Variable December, 2035
Aaa/AAA/AAA
$2,000,000.00
Rate(3) Rate
Class R-I
5.75%
$100.00
Senior/Residual/Fixed Rate December,
2035 Aaa/AAA/AAA
(4)
Class R-II
5.75%
$100.00
Senior/Residual/Fixed Rate December,
2035 Aaa/AAA/AAA
(4)
Class M-1
5.75%
$7,515,400.00
Mezzanine/Fixed Rate
December, 2035 NA/NA/AA
$100,000.00
Class M-2
5.75%
$2,382,900.00
Mezzanine/Fixed Rate
December, 2035 NA/NA/A
$250,000.00
Class M-3
5.75%
$1,466,400.00
Mezzanine/Fixed Rate
December, 2035 NA/NA/BBB
$250,000.00
Class B-1
5.75%
$916,500.00
Subordinate/Fixed Rate
December, 2035 NA/NA/BB
$250,000.00
Class B-2
5.75%
$549,900.00
Subordinate/Fixed Rate
December, 2035 NA/NA/B
$250,000.00
Class B-3
5.75%
$916,565.37
Subordinate/Fixed Rate
December, 2035 NA/NA/NA
$250,000.00
</TABLE>
--------
(1)
The Certificates,
other than the Class B and Class R Certificates shall
be Book-Entry
Certificates. The
Class B Certificates
and the Class R
Certificates shall be delivered to the holders thereof in physical
form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable
in minimum dollar
denominations
as indicated above (by Certificate
Principal Balance or
Notional Amount, as applicable) and integral
multiples of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and
Class B-3
Certificates) in
excess thereof, except
that one Certificate
of any of the Class
B-1, Class B-2 and
Class B-3 Certificates that
contain an uneven
multiple of $1,000 shall be issued in a denomination
equal to the sum of the related minimum denomination set forth
above and
such uneven multiple for such Class or the sum of such denomination and
an integral multiple of $1,000.
(3)
The initial Pass-Through Rate on the Class A-V Certificates is
0.1674%.
(4)
The Class R Certificates shall be issuable in minimum
denominations of
not less than a 20% Percentage Interest; provided, however, that one
Class R Certificate
will be issuable to Residential Funding as "tax
matters person"
pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
<PAGE>
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $366,598,962.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
<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.
Accretion Termination
Date: The earlier of (a) the Distribution Date on
which the aggregate
Certificate Principal Balance of the Class A-8 Certificates
and Class A-12
Certificates
is reduced to zero and (b) the Credit Support
Depletion Date.
Accrual Certificates:
The Class A-9 Certificates.
Accrual Distribution
Amount: With respect to each Distribution Date
preceding the
Accretion Termination Date, an amount equal to the amount of
Accrued Certificate
Interest on the Class A-9 Certificates that is added to the
Certificate
Principal Balance
of the Class A-9 Certificates, on such
Distribution Date pursuant to Section 4.02(h).
Adjustable Rate Certificates: Any one of the Class A-1
Certificates and
Class A-2 Certificates.
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) $100,000,
over
(2) the aggregate amount of Bankruptcy Losses allocated solely
to
one or more specific
Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Business Day:
Any day other than (i)
a Saturday or a Sunday
or (ii) a
day on which banking
institutions
in the State of New York, the State of
Michigan, the State of
California,
the State of
Illinois or the City of St.
Paul, Minnesota (and
such other state or states in which the Custodial Account
or the Certificate
Account are at the
time located) are required or authorized
by law or executive order to be closed.
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-S9" and which must be an Eligible
Account.
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-7, Class A-8,
Class A-9, Class A-10,
Class A-11, Class
A-12, 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 A-3 Optimal
Percentage: As to any
Distribution Date on
or after
the Credit Support
Depletion Date, a
fraction expressed as
a percentage, the
numerator of
which is the
Certificate
Principal Balance of the Class A-3
Certificates
immediately prior to that 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 that
Distribution
Date.
Class A-3 Optimal Principal Distribution Amount: As to any
Distribution
Date on or after the
Credit Support
Depletion Date, an amount equal to the
product of (a) the then applicable Class A-3 Optimal Percentage and (b) the
amounts
described in
clause (b) of the definition of Senior Principal
Distribution Amount.
Class A-6/A-9 Optimal
Percentage:
As to any Distribution Date on or
after the Credit Support Depletion Date, a fraction
expressed as a
percentage,
the numerator of which is sum of the Certificate Principal Balances
of the Class
A-6 and Class A-9 Certificates immediately prior to that 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
that distribution date.
Class A-6/A-9
Optimal Principal Distribution Amount: As to any
Distribution Date on or after the Credit Support Depletion Date, an
amount equal
to the product of (a) the then applicable Class A-6/A-9 Optimal Percentage and
(b) the amounts
described in clause (b) of the definition of Senior Principal
Distribution Amount.
Class A-8 Optimal
Percentage: As to any
Distribution Date on
or after
the Credit Support
Depletion Date, a
fraction expressed as
a percentage, the
numerator of
which is the
Certificate
Principal Balance of the Class A-8
Certificates
immediately prior to that 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 that
Distribution
Date.
Class A-8 Optimal Principal Distribution Amount: As to any
Distribution
Date on or after the
Credit Support
Depletion Date, an amount equal to the
product of (a) the then applicable Class A-8 Optimal Percentage and (b) the
amounts
described in
clause (b) of the definition of Senior Principal
Distribution Amount.
Class A-8/A-9/A-12 Percentage: With respect to any Distribution
Date, a
fraction expressed as a percentage, the numerator of which is an
amount equal to
the aggregate
Certificate Principal
Balance of the Class
A-8, Class A-9,
and
Class A-12 Certificates immediately prior to that Distribution Date, and the
denominator of which is an amount equal to the aggregate
Certificate
Principal
Balance of the Class
A-8, Class A-9, Class A-10, Class A-11 and Class A-12
Certificates immediately prior to that Distribution Date.
Class A-10/A-11
Percentage: With
respect to any
Distribution Date,
a
percentage equal to
100% minus the Class
A-8/A-9/A-12
Percentage
as of that
Distribution Date.
Class R Certificate: Any one of the Class R-I or 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 the related REMIC
for purposes of the REMIC Provisions.
Closing Date:
December 29, 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: RFMSI 2005-S9.
Cut-off Date: December
1, 2005.
Determination Date:
With respect to any
Distribution Date, the
second
Business Day prior to such Distribution Date.
Discount Net Mortgage Rate: 5.75% per annum.
Due Period: With
respect to each
Distribution
Date and any
Mortgage
Loan, the calendar month of such Distribution Date.
Eligible Account:
An account that is any of the following: (i)
maintained with a depository institution the debt obligations of
which have been
rated by each Rating Agency in its highest rating available,
or (ii) an account
or accounts in a depository institution in which such accounts are
fully insured
to the limits established by the FDIC, provided that any deposits
not so insured
shall, to the extent
acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to
the funds in such account or a perfected first security
interest against
any collateral (which shall be limited to Permitted
Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution with which
such account is
maintained, or (iii)
in the case of the Custodial Account, a trust account or
accounts maintained
in the corporate trust department of U.S. Bank
National
Association, or (iv)
in the case of the Certificate Account, a trust account or
accounts maintained in
the corporate trust
division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each
Rating Agency
(as evidenced in
writing by each Rating
Agency that use of any such account as
the Custodial
Account or the
Certificate
Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the
lower of
the then current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any
Distribution Date, the
portion, if any, of
the
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 and Class B-2
Certificates.
Floater Certificates:
The Class A-1 Certificates.
Fraud Loss Amount:
As of any date of
determination
after the Cut-off
Date, an amount
equal to: (X) prior to
the first anniversary
of the Cut-off
Date, an amount equal to 3.00% of the aggregate outstanding
principal balance of
all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of
Certificates in
accordance with Section 4.05 of this Series Supplement since the
Cut-off Date up
to such date of
determination,
(Y) prior to the second anniversary of the
Cut-off Date, an amount equal to 2.00% 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 (Z) from the
third to the
fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a)
the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date
and
(b) 1.00% of the aggregate outstanding principal balance of
all of the Mortgage
Loans as of the most
recent anniversary
of the Cut-off Date minus (2) the
aggregate amount
of Fraud Losses allocated solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 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 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.
Initial Monthly Payment Fund: $4,043 representing scheduled principal
amortization and
interest at the Net Mortgage Rate during the month of
January
2006, 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 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 represented by the
Uncertificated
REMIC
I Regular Interests Z corresponding to 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: 2.05%
Class B-1: 0.25%
Class M-2: 0.65%
Class B-2: 0.15%
Class M-3: 0.40%
Class B-3: 0.25%
Interest Accrual Period: With respect to any Certificates (other than
the Adjustable
Certificates)
and any Distribution Date, the calendar month
preceding the month in which such Distribution Date occurs.
With respect to
the
Adjustable Rate Certificates, the one month period commencing on
the 25th day of
the month preceding the month in which the Distribution Date occurs and ending
on the 24th day of the month in which the Distribution Date
occurs.
Interest Only Certificates: Any one of the Class A-V
Certificates. The
Interest Only Certificates will have no Certificate Principal
Balance.
Inverse Floater Certificates: The Class A-2 Certificates.
LIBOR Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date and
the Adjustable Rate
Certificates,
the second LIBOR
Business Day
immediately
preceding the commencement of the related Interest Accrual Period
on which banks
are open for dealing in foreign currency and exchange in London,
England.
Lockout Amount: With
respect to any Distribution Date, an amount equal
to the sum of the following:
(a) the product of (i)
the Lockout
Percentage
for such Distribution
Date, and (ii) the aggregate collections described in clauses
(1), (2) and (5),
to the extent clause (5) relates to clause (1) or (2), of Section
4.02(a)(ii)(y)(A)
without regard
to the Senior Percentage and the Senior
Accelerated Distribution Percentage on such Distribution Date,
plus
(b) the product of (i)
the Lockout
Percentage
for that Distribution
Date, (ii) the Lockout
Prepayment Percentage
for such Distribution
Date, and
(iii) the aggregate
collections described in clauses (3) and (5), to the extent
clause (5) relates to clause (3), of Section 4.02(a)(ii)(y)(A)
without regard to
the Senior Accelerated Distribution Percentage on such Distribution
Date.
Lockout
Certificates:
The Class A-6 Certificates and Class A-7
Certificates.
Lockout Percentage:
With respect to any
Distribution Date prior to the
Distribution Date in
January 2011, zero, and with respect to such Distribution
Date and any Distribution Date thereafter, a fraction, expressed as a
percentage, (i) the
numerator of which is the aggregate Certificate Principal
Balances of the Lockout Certificates and (ii) the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans other than
the Discount
Fraction of each Discount Mortgage Loan.
Lockout Prepayment Percentage: For any Distribution Date occurring
prior
to the Distribution
Date in January 2011, 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, the
Distribution Date in December, 2035, which is the Distribution Date
in the month
immediately following the latest scheduled maturity date of any
Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit One (as amended from time to time to reflect the
addition of
Qualified Substitute
Mortgage Loans),
which list or lists
shall set forth the
following information as to each Mortgage Loan:
(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.
Notional Amount: As of
any Distribution Date
with respect to any Class
A-V Certificates,
an amount equal to 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, as of any
Distribution Date,
with respect to any Class A-V Certificates or Subclass
thereof issued
pursuant
to Section 5.01(c), the aggregate Stated Principal Balance of the
Mortgage Loans
corresponding to the Uncertificated REMIC I Regular Interests Z
corresponding to
such Class or Subclass as of the day immediately preceding such Distribution
Date (or, with respect to the initial Distribution Date, at the close of
business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates
(other than
the Adjustable Rate Certificates, 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-1
Certificates and the
initial Interest
Accrual Period, 5.010% per annum, and as to any Interest
Accrual Period thereafter, a per annum rate equal to LIBOR
plus 0.85%,
subject
to a maximum rate of
6.750% per annum and a
minimum rate of 0.85%
per annum.
With respect to the
Class A-2 Certificates
and the initial
Interest Accrual
Period, 10.005% per
annum, and as to any Interest Accrual Period thereafter,
a
per annum rate equal to (a) 33.925% minus (b) the product of 5.75% and LIBOR,
subject to a maximum
rate of 33.925% per annum and a minimum rate of 0.00% per
annum. With
respect to the Class
A-V Certificates
(other than any Subclass
thereof) and any
Distribution
Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as
of
the Due Date in the related Due Period, weighted on the basis of the
respective
Stated Principal
Balances of such Mortgage Loans as of the day immediately
preceding such Distribution Date (or, with respect to the
initial
Distribution
Date, at the close of business on the Cut-Off Date). With respect to the Class
A-V Certificates and
the initial
Distribution Date, the
Pass-Through Rate
is
equal to 0.1674% per annum. With respect to any Subclass of Class A-V
Certificates and any
Distribution Date, a
rate equal to the weighted average,
expressed as a
percentage,
of the Pool Strip Rates of all Mortgage Loans
corresponding to the Uncertificated REMIC I Regular Interests Z
corresponding to
such Subclass as of
the Due Date in the
related Due
Period, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans as
of
the day immediately
preceding such
Distribution
Date (or with respect
to the
initial Distribution
Date, at the close of
business on the Cut-Off Date). The
Principal Only
Certificates have no
Pass-Through Rate and
are not entitled to
Accrued Certificate Interest.
Pool Strip Rate: With
respect to each
Mortgage Loan, a per
annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over
(b)
the Discount Net Mortgage Rate (but not less than 0.00%) per
annum.
Prepayment Assumption: A prepayment assumption of 300% of the
prepayment
speed assumption,
used for determining the accrual of
original issue discount
and market discount
and premium on the
Certificates
for federal income tax
purposes. The
prepayment speed assumption assumes a constant rate of
prepayment
of mortgage loans of 0.2% per annum of the then outstanding
principal balance of
such mortgage
loans in the
first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each
succeeding
month until the
thirtieth month, and a
constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth
below:
(i) For
any Distribution
Date prior to the Distribution Date in
January 2011 (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%; and
(iii) Notwithstanding
the foregoing, if the application of the
foregoing percentages
on any Distribution Date as provided in
Section 4.02 of this Series Supplement (determined without
regard
to the proviso to the definition of "Subordinate Principal
Distribution Amount")
would result in a distribution in respect
of principal of any Class or Classes of Subordinate Certificates
in an amount greater
than the remaining
Certificate
Principal
Balance thereof (any such class, a "Maturing Class"), then: (a)
the Prepayment
Distribution
Percentage of each
Maturing Class
shall be reduced to a
level that,
when applied as described
above, would exactly reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage
of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated
in accordance with
the provisions in
paragraph (ii) above,
as if the Certificate
Principal Balance of each Maturing Class had been reduced to
zero
(such percentage as recalculated, the "Recalculated
Percentage");
(c) the total amount of the reductions in the Prepayment
Distribution
Percentages of
the Maturing Class or Classes
pursuant to
clause (a) of this sentence, expressed as an
aggregate percentage,
shall be allocated
among the Non-Maturing
Classes in
proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction so
allocated
to any Non-Maturing Class, the "Adjustment Percentage");
and (d)
for purposes
of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class shall be
equal
to the sum of (1) the Prepayment Distribution Percentage
thereof,
calculated in accordance with the provisions in paragraph
(ii)
above as if the
Certificate Principal
Balance of each
Maturing
Class
had not been reduced to zero, plus (2) the related
Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P
Certificates.
Record Date: With
respect to each
Distribution Date and
each Class of
Certificates (other
than the Adjustable Rate Certificates that are Book-Entry
Certificates), the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date occurs. With
respect
to each Distribution
Date and the Adjustable Rate Certificates (so long as they
are Book-Entry Certificates), the close of business on the Business
Day prior to
such Distribution Date.
Related Classes:
As to any Uncertificated REMIC I Regular Interest,
those classes of Certificates identified as "Related Classes of
Certificates" to
such Uncertificated REMIC I Regular Interest in the definition of
Uncertificated
REMIC I Regular Interest.
REMIC I: The
segregated pool of
assets with
respect to which a
REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral securing such Mortgage Loans,
(ii) all payments
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,
(iii) property
which secured a
Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular
Interests conveyed
in trust to the
Trustee for the benefit of
the holders
of each Class of Certificates (other than the Class R-I
Certificates) pursuant
to Section 2.06, with
respect to which a separate REMIC
election is to be made.
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 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), Section 4.02(a)(ii)(X) (or, on 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(b)(ii) 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).
Senior Support Certificates: The Class A-4 Certificates,
Class A-7 and
Class A-12 Certificates.
Special Hazard Amount:
As of any Distribution
Date, an amount equal to
$3,665,990 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 28.6%
(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
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which coverage is reduced) provided that
prior to any such
reduction, the
Master Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Subordinate
Principal
Distribution
Amount: With
respect to any
Distribution Date and 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
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-3, Class A-6, Class A-8 and the
Class A-9 Certificates.
Trust Fund: The
segregated pool of assets 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,
(vi) the hazard
insurance policies and Primary Insurance Policies, if
any,
(vii) the Initial
Monthly Payment Fund, and
(viii) all proceeds of clauses (i) through (vii) above.
Uncertificated Accrued Interest: With respect to each Distribution
Date,
(i) as to each Uncertificated REMIC I Regular Interest other than each
Uncertificated REMIC I
Regular Interest
Z, an amount
equal to the
aggregate
amount of Accrued Certificate Interest that would result under
the terms of the
definition thereof
on the Related Classes of Certificates (excluding any
Interest Only
Certificates) if the Pass-Through Rate on such Classes were
equal
to the Uncertificated
Pass-Through Rate on such Uncertificated REMIC I Regular
Interest, (ii) as to
each Uncertificated
REMIC I Regular
Interest Z and
each
Uncertificated REMIC
II Regular Interest Z, an amount equal to their respective
Uncertificated
Pass-Through Rates reduced by such Certificate's pro-rata share
of any prepayment
interest shortfalls or other reductions of interest allocable
to the Class A-V Certificates, pursuant to Section 4.02.
Uncertificated
Pass-Through
Rate: With
respect to each of the
Uncertificated REMIC I
Regular Interest,
other than the Uncertificated REMIC I
Regular Interests
Z, the per annum rate specified in the definition of
Uncertificated REMIC I
Regular Interests.
With respect to each
Uncertificated
REMIC I Regular
Interest Z, the Pool Strip Rate for the related Mortgage Loan,
and with respect to each Uncertificated REMIC II Regular Interest
Z, 100% of the
Uncertificated
Pass-Through
Rate on the related indentically numbered
Uncertificted REMIC I Regular Interest Z.
Uncertificated
Principal Balance:
With respect to each
Uncertificated
REMIC I Regular
Interest, other than the Uncertificated REMIC I Regular
Interests Z, as
defined in the
definition of
Uncertificated
REMIC I Regular
Interest.
Uncertificated REMIC I
Regular Interests: The
Uncertificated
REMIC I
Regular Interests Z
together with the interests identified in the table below,
each representing an
undivided beneficial
ownership interest in REMIC I, and
having the following characteristics:
1. The principal balance from time to time of each
Uncertificated
REMIC I Regular
Interest identified
in the table
below shall be the
amount identified
as the Initial Principal Balance thereof in such
table, minus the sum
of (x) the aggregate
of all amounts previously
deemed distributed
with respect to such
interest and applied to reduce
the Uncertificated
Principal
Balance thereof pursuant to Section
10.04(a)(ii) and (y)
the aggregate of all
reductions
in Certificate
Principal Balance
deemed to have
occurred in connection
with Realized
Losses that were
previously
deemed allocated to the Uncertificated
Principal Balance
of such Uncertificated REMIC I Regular Interest
pursuant to Section
10.04(d), which equals the aggregate principal
balance of the Classes
of Certificates
identified
as related to such
Uncertificated REMIC I Regular Interest in such table.
2. The Uncertificated
Pass-Through Rate for each Uncertificated
REMIC I Regular Interest identified in the table below
shall be the per
annum rate set forth in the Pass-Through Rate column of such
table.
3. The Uncertificated
REMIC I Distribution Amount for each REMIC
I Regular Interest
identified
in the table
below shall be, for any
Distribution Date, the
amount deemed
distributed with
respect to such
Uncertificated REMIC
I Regular Interest on such Distribution Date
pursuant to the provisions of Section 10.04(a).
<TABLE>
<CAPTION>
------------------------- -----------------------
----------------------- -----------------------
UNCERTIFICATED REMIC I
RELATED CLASSES OF
INITIAL PRINCIPAL
REGULAR
INTEREST
CERTIFICATES
PASS-THROUGH RATE
BALANCE
------------------------- -----------------------
----------------------- -----------------------
------------------------- -----------------------
----------------------- -----------------------
<S>
<C>
<C>
<C>
<C>
U
Class A-1, Class A-2
5.75%
$120,990,780.00
------------------------- -----------------------
----------------------- -----------------------
------------------------- -----------------------
----------------------- -----------------------
W
Class A-8, Class A-9,
5.75%
$57,600,000.00
Class A-10, Class
A-11, Class A-12
------------------------- -----------------------
----------------------- -----------------------
------------------------- -----------------------
----------------------- -----------------------
X
Class A-P
0.00%
$3,504,096.30
------------------------- -----------------------
----------------------- -----------------------
------------------------- -----------------------
----------------------- -----------------------
Y
Class A-3, Class A-4,
5.75%
$184,504,985.37
Class A-5, Class A-6,
Class A-7, Class
R-II, Class M-1,
Class M-2, Class M-3,
Class B-1, Class B-2,
Class B-3
------------------------- -----------------------
----------------------- -----------------------
</TABLE>
Uncertificated
REMIC I Regular Interests Z: Each of the 568
uncertificated partial
undivided beneficial
ownership interests in the Trust
Fund, each relating to a particularNon-Discount Mortgage Loan identified on
the
Mortgage Loan
Schedule, each having no principal balance, and each bearing
interest at the respective Pool Strip Rate on the Stated
Principal Balance of
the related Mortgage Loan.
Uncertificated REMIC I
Regular Interests Z
Distribution Amount:
With
respect to
any Distribution Date, the sum of the amounts deemed to be
distributed on
the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I
Regular Interest Distribution Amounts: With
respect to each
Uncertificated
REMIC I Regular Interest, other than the
Uncertificated REMIC
I Regular Interests Z, the amount specified as the
Uncertificated REMIC I Regular Interest Distribution Amount with
respect thereto
in the definition of Uncertificated REMIC I Regular Interests.
With respect to
the Uncertificated
REMIC I Regular
Interests Z, the Uncertificated REMIC I
Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular Interests Z: Each of the 568
uncertificated partial
undivided beneficial ownership interests in REMIC II
relating to a particular Uncertificated REMIC I Regular
Interest Z, each having
no principal
balance and bearing interest at a rate equal to 100% of the
Uncertificated
Pass-Through Rate on the related Uncertificated REMIC I Regular
Interest Z, comprising
such Uncertificated
REMIC II Regular
Interest Z's pro
rata share of the amount distributed pursuant to Section
10.04(a).
Uncertificated REMIC
II Regular Interests
Distribution
Amount: With
respect to
any Distribution Date, the sum of the amounts deemed to be
distributed on
the Uncertificated REMIC II Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Section 1.02 Use
of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter"
and other equivalent
words refer to the
Pooling and Servicing
Agreement as a
whole. All references herein to Articles, Sections or Subsections
shall mean the
corresponding
Articles, Sections and
Subsections in the
Pooling and Servicing
Agreement. The
definitions
set forth herein
include both the singular and the
plural.
Section 1.03
Determination of LIBOR.
LIBOR applicable to
the calculation of the
Pass-Through
Rates on the
Adjustable Rate
Certificates,
if any, for any
Interest Accrual
Period (other
than the initial
Interest Accrual Period) will be determined on each LIBOR Rate
Adjustment Date.
On each LIBOR Rate Adjustment Date (other than for the initial
Interest
Accrual Period),
LIBOR shall be established by the Trustee and, as to any
Interest Accrual Period, will equal the rate for one month
United States dollar
deposits that appears on the Telerate Screen Page 3750 as of 11:00
a.m., London
time, on the LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means
the
display designated as
page 3750 on the Telerate Service (or such other page as
may replace
page 3750 on that
service for the
purpose of
displaying
London
interbank offered
rates of major
banks). If the rate does not appear on
such
page (or any other
page as may replace
that page on that
service, or if the
service is no longer offered, LIBOR shall be so established by
use of any other
service for
displaying
LIBOR or comparable rates as may be selected by the
Trustee after
consultation
with the Master Servicer), the rate will be the
Reference Bank Rate.
The "Reference Bank
Rate" will be determined on the basis
of the rates at which
deposits in U.S.
Dollars are
offered by the
reference
banks (which shall be any three major banks that are engaged in
transactions in
the London interbank market, selected by the Trustee after
consultation with the
Master Servicer) as of
11:00 a.m., London
time, on the LIBOR
Rate Adjustment
Date to prime banks in the London interbank market for a period of
one month in
amounts approximately
equal to the aggregate
Certificate Principal
Balance of
the Adjustable Rate Certificates then outstanding. The Trustee will request the
principal London office of each of the reference banks to provide a
quotation of
its rate. If at least two such quotations are provided, the rate will be the
arithmetic mean of the
quotations rounded up
to the next multiple of 1/16%. If
on such date fewer than two quotations are provided as requested,
the rate will
be the arithmetic
mean of the rates
quoted by one or more
major banks in New
York City, selected by
the Trustee after consultation with the Master Servicer,
as of 11:00 a.m., New York City time, on such date for loans in
U.S. Dollars to
leading European banks for a period of one month in amounts
approximately
equal
to the aggregate Certificate Principal Balance of the Adjustable Rate
Certificates then outstanding. If no such quotations can be
obtained, the rate
will be LIBOR for the prior Distribution Date, or in the case of
the first LIBOR
Rate Adjustment Date, 4.16%; provided, however, if, under the priorities
listed
previously in this
paragraph, LIBOR for a
Distribution Date
would be based on
LIBOR for the previous Distribution Date for the third consecutive
Distribution
Date, the Trustee, after consultation with the Master Servicer,
shall select an
alternative comparable
index over which the
Trustee has no
control, used for
determining one-month
Eurodollar lending rates that is calculated and published
or otherwise made available by an independent party.
The establishment
of LIBOR by the
Trustee on any LIBOR Rate Adjustment
Date and the Master Servicer's subsequent calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate Certificates for the
relevant Interest
Accrual Period, in the absence of manifest error, will be final and
binding.
Promptly following
each LIBOR Rate
Adjustment Date, the
Trustee shall
supply the Master
Servicer with the
results of its
determination of LIBOR
on
such date.
Furthermore, the
Trustee will supply to
any Certificateholder
so
requesting by telephone the Pass-Through Rates on each of the Adjustable
Rate
Certificates for the
current and the
immediately preceding
Interest Accrual
Period.
<PAGE>
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a) The Company,
concurrently with the
execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right,
title and interest
of the Company
in and to the Mortgage Loans, including all interest and
principal received on
or with respect to the
Mortgage Loans after
the Cut-off
Date (other than payments of principal and interest due on the
Mortgage Loans in
the month of the Cut-off Date). The Company, the Master Servicer
and the Trustee
agree that it is not intended that any mortgage loan be included in the Trust
that is (i) a "High-Cost Home Loan" as defined in the New
Jersey Home Ownership
Security Act
effective November 27, 2003, (ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
(iii) a "High Cost Home Mortgage Loan" as defined in the
Massachusetts Predatory
Home Loan Practices
Act effective
November 7, 2004 or
(iv) a "High-Cost
Home
Loan" as defined in the Indiana House Enrolled Act No. 1229, effective as of
January 1, 2005.
(b) - (h) (See Section 2.01(b) - (h) of the Standard Terms)
Section 2.02
Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section 2.03
Representations,
Warranties and Covenants of the Master Servicer
and the Company.
(a)
For representations,
warranties and
covenants of the Master Servicer,
see Section 2.03(a) of the Standard Terms.
(b)
The Company
hereby represents and warrants to the Trustee for the
benefit of
Certificateholders
that as of the
Closing Date (or, if
otherwise specified below, as of the date so specified):
(i)
No Mortgage Loan is 30
or more days
Delinquent in payment of principal
and interest
as of the Cut-off
Date and no Mortgage
Loan has been so
Delinquent more than
once in the 12-month
period prior to the
Cut-off
Date;
(ii) The
information
set forth in Exhibit
One hereto with
respect to each
Mortgage Loan or the
Mortgage Loans, as the case may be, is true
and
correct in all material respects at the date or dates
respecting which
such information is furnished;
(iii) The
Mortgage Loans are fully-amortizing (subject to interest only
periods, if
applicable),
fixed-rate mortgage
loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To
the best of the Company's knowledge, 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 0.5% of the Mortgage Loans by aggregate Cut-off Date
Principal Balance are secured by Mortgaged Properties located in
any one
zip code area in the
State of California
and no more than 0.9%
of the
Mortgage Loans by aggregate Cut-off Date Principal
Balance are
secured
by Mortgaged
Properties
located in any one zip
code area outside
the
State of California;
(vii) The
improvements upon the Mortgaged Properties are insured against
loss
by fire and other
hazards as required by the Program Guide, including
flood insurance if
required under the National Flood Insurance Act of
1968, as amended. The
Mortgage requires the
Mortgagor to maintain such
casualty insurance at
the Mortgagor's
expense, and on the
Mortgagor's
failure to do so,
authorizes the holder
of the Mortgage to
obtain and
maintain such
insurance at the Mortgagor's expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Immediately
prior to the assignment of the Mortgage Loans to the
Trustee, the Company
had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or
security
interest (other
than rights to servicing and related
compensation) and such
assignment validly
transfers ownership of the
Mortgage Loans to the
Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) No
more than 26.7% 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) Except
with respect to 4 Mortgage Loans, no Mortgage Loan is a
Cooperative Loan;
(xv) With
respect to each
Mortgage Loan
originated
under a "streamlined"
Mortgage Loan program
(through which no new or updated
appraisals of
Mortgaged Properties
are obtained in
connection with the
refinancing
thereof), the related
Seller has represented
that either (a) the value
of the related
Mortgaged Property as
of the date the Mortgage Loan was
originated was not less than the appraised value of such property
at the
time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of
the Mortgage Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) Interest
on each Mortgage
Loan is calculated on
the basis of a 360-day
year consisting of twelve 30-day months;
(xvii) None of the
Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii) None of the
Mortgage Loans
are Pledged Asset Loans or Additional
Collateral Loans.
It is understood and agreed that the representations and warranties
set forth in
this Section 2.03(b) shall survive delivery of the respective
Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee,
or any Custodian of a breach of any of the representations and warranties set
forth in this
Section 2.03(b) that materially and adversely affects the
interests of the
Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties
(any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of
the representation
and warranty set forth in Section
2.03(b)(xii), the
party discovering
such breach shall give
such notice within
five days of discovery. Within 90 days of its discovery or its
receipt of notice
of breach,
the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at
the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such
Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or
defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such
breach was discovered. Any such substitution shall be
effected by the
Company under the same terms and
conditions
as provided in
Section 2.04 for
substitutions by
Residential
Funding. It is understood and
agreed that the
obligation of the Company to cure such breach or to so purchase
or substitute
for any Mortgage Loan
as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach
available
to the
Certificateholders or
the Trustee on behalf of the Certificateholders.
Notwithstanding the
foregoing,
the Company shall not be required to cure
breaches or
purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the
substance of the
breach of a
representation set
forth
above also constitutes fraud in the origination of the Mortgage
Loan.
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04 of the
Standard Terms)
Section 2.05
Execution and Authentication of Class R-I Certificates.
The Trustee
acknowledges the assignment to it of the Mortgage Loans and
the delivery
of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it
of all other
assets included
in the Trust
Fund, receipt of which is hereby
acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant
to the written request of the Company executed by an officer of the
Company has
executed and caused to be authenticated and delivered to or upon the order
of
the Company
the Class R-I
Certificates
in authorized denominations which,
together with
the Uncertificated REMIC I Regular Interests, evidence the
beneficial interest in REMIC I.
Section
2.06 Conveyance
of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution
and delivery hereof,
does hereby assign without recourse all the right,
title
and interest
of the Company in and to the Uncertificated REMIC I Regular
Interests to the
Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates). The Trustee acknowledges
receipt of the
Uncertificated REMIC I
Regular Interests
and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of each Class of Certificates (other than the Class
R-I Certificates).
The rights of the
Holders of each Class of Certificates
(other than the Class
R-I Certificates) to receive distributions from the
proceeds of REMIC II in respect of such Classes, and all ownership interests of
the Holders of such Classes in such distributions shall be as set forth in this
Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC
II.
The Trustee
acknowledges the
assignment
to it of the
Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange
therefor,
pursuant to the
written request of the
Company executed by an officer of the
Company, the Trustee
has executed and caused to be authenticated and delivered
to or upon the order of the Company, all Classes of Certificates
(other than the
Class R-I Certificates) in authorized denominations, which evidence the
beneficial interest in the entire REMIC II.
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of
the Standard
Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master Servicer and the Trustee hereby agree,
notwithstanding any other express or implied agreement to the
contrary, that any
and all Persons, and
any of their respective employees, representatives, and
other agents may disclose, immediately upon commencement of
discussions, to any
and all Persons,
without limitation
of any kind,
the tax treatment and tax
structure of the transaction and all materials of any kind
(including
opinions
or other tax analyses)
that are provided to any of them
relating to such
tax
treatment and tax
structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure"
are defined under Treasury Regulation ss.
1.6011-4(c).
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(a) The Master
Servicer shall
service and
administer
the Mortgage
Loans in
accordance with the
terms of this Agreement and the respective Mortgage Loans,
following such procedures as it would employ in its good faith
business judgment
and which are normal and usual in its general mortgage servicing
activities, and
in the case of the Mortgage Loans being subserviced by Wells Fargo,
if any, such
procedures that comply with applicable federal, state and local law
and that are
in accordance with accepted mortgage servicing practices of prudent mortgage
lending institutions
which service loans of the same type as the Mortgage Loans
in the jurisdiction
in which the related
Mortgaged Property is located, and
shall have full power and authority, acting alone or through
Subservicers
as
provided in Section 3.02, to do any and all things which it
may deem necessary
or desirable in
connection with such
servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in
its own name or
in the name of a Subservicer is hereby authorized and empowered by the
Trustee
when the Master
Servicer or the
Subservicer, as the
case may be, believes
it
appropriate in its
best judgment,
to execute
and deliver, on behalf of the
Certificateholders and
the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or
discharge, or of
consent to assumption or modification in connection with a proposed
conveyance,
or of assignment
of any Mortgage and Mortgage Note in connection with the
repurchase of a
Mortgage Loan and all
other comparable
instruments,
or with
respect to the
modification or
re-recording
of a Mortgage for the
purpose of
correcting the Mortgage, the subordination of the lien of
the Mortgage in favor
of a public utility company or government agency or unit with powers of
eminent
domain, the
taking of a deed in lieu of foreclosure, the commencement,
prosecution or
completion
of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to the related
Insurer, the acquisition of
any property acquired
by foreclosure
or deed in lieu of
foreclosure,
or the
management, marketing
and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans
and with respect
to the Mortgaged
Properties. The Master
Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer,
as the case may be,
believes it is
appropriate
in its best
judgment to register
any Mortgage
Loan on the
MERS(R) System, or cause the
removal from the
registration of any
Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable
instruments
with respect to such
assignment or
re-recording
of a Mortgage in the
name of
MERS, solely as
nominee for the Trustee and its successors and assigns. Any
expenses incurred in
connection
with the actions
described in the
preceding
sentence shall be
borne by the Master
Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of
MERS
discontinuing or
becoming unable to continue operations in connection with
the
MERS System, it
becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related
Mortgages to
the Trustee,
then any related
expenses shall be reimbursable to the Master
Servicer.
Notwithstanding the foregoing, subject to Section 3.07(a), the
Master
Servicer shall not
permit any
modification with
respect to any Mortgage Loan
that would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of
Section 1001 of the Code and any proposed, temporary or final
regulations
promulgated thereunder
(other than in
connection with a
proposed
conveyance or
assumption
of such Mortgage Loan
that is treated as a Principal
Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC
under the Code.
The Trustee shall
furnish the Master
Servicer with any
powers of attorney and
other documents
necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable
for
any action taken by
the Master Servicer
or any Subservicer pursuant to such
powers of attorney. In
servicing and administering any Nonsubserviced Mortgage
Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with
the Program Guide as
if it were the
originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection
with servicing and administering the Mortgage Loans, the
Master Servicer
and any Affiliate of the Master Servicer (i) may perform
services such as
appraisals and
brokerage services that are not customarily
provided by servicers
of mortgage loans,
and shall be entitled
to reasonable
compensation therefor
in accordance with
Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b)
(See Section 3.01(b) - (c) of the Standard Terms)
Section
3.02 Subservicing
Agreements Between
Master Servicer and
Subservicers;
Enforcement of
Subservicers' and
Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered
into by Residential Funding and Subservicers prior to the execution
and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for
the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution
the accounts
of which are insured
by the FDIC or (ii)
another entity
that engages in the
business of originating or servicing mortgage loans, and in either
case shall be
authorized to
transact business in the state or states in which
the related
Mortgaged Properties
it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its
obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Freddie Mac, Fannie
Mae or HUD approved
mortgage servicer.
In addition,
any
Subservicer of a
Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any
Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved servicer.
Each Subservicer of a
Mortgage Loan shall be entitled to
receive and retain, as
provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of
interest received on
such Mortgage Loan
after payment of all amounts required to be remitted to the
Master Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is
a Nonsubserviced Mortgage Loan, the Master Servicer shall be
entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to
actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken
or to be taken by a
Subservicer on behalf
of the Master
Servicer. Each
Subservicing Agreement will be upon such terms and conditions
as
are generally required by, permitted by or consistent with the
Program Guide and
are not inconsistent
with this Agreement and as the Master Servicer and the
Subservicer have agreed; provided that, the Subservicing
Agreement between
the
Master Servicer and
Wells Fargo, if any, will be upon such terms and conditions
as are consistent
with this Agreement and as the Master Servicer and the
Subservicer have
agreed, which may not
be consistent with the
Program Guide.
With the approval
of the Master
Servicer, a Subservicer may delegate its
servicing obligations to third-party servicers, but such
Subservicer will remain
obligated under the related Subservicing Agreement. The Master Servicer and a
Subservicer may
enter into amendments thereto or a different form of
Subservicing
Agreement, and the
form referred
to or included in the Program
Guide is merely provided for information and shall not be deemed to
limit in any
respect the discretion of the Master Servicer to modify or enter into
different
Subservicing
Agreements;
provided, however,
that any such amendments or
different forms shall
be consistent
with and not violate
the provisions of
either this Agreement
or the Program Guide
in a manner which would materially
and adversely affect the interests of the Certificateholders.
The Program Guide
and any other
Subservicing Agreement
entered into between
the Master Servicer
and any Subservicer shall require the Subservicer to accurately and
fully report
its borrower credit files to each of the Credit Repositories in a
timely manner.
(b) (See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard
Terms)
Section 3.04 Liability of the Master Servicer. (See Section 3.04 of
the Standard
Terms)
Section 3.05 No
Contractual
Relationship Between
Subservicer
and Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard Terms)
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits
to Custodial
Account. (See Section 3.07 of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to
a Subservicing
Agreement,
the Master
Servicer shall cause the Subservicer,
pursuant to the
Subservicing
Agreement, to
establish and maintain one or more
Subservicing Accounts
which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the requirements
of the Program
Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency.
The Subservicer
will be required thereby to deposit into the Subservicing
Account on a daily basis, or with respect to the Mortgage
Loans subserviced
by
Wells Fargo, if any,
within two (2)
Business Days of receipt, all proceeds of
Mortgage Loans
received by the
Subservicer,
less its Subservicing Fees and
unreimbursed advances
and expenses, to the extent permitted by the Subservicing
Agreement. If the
Subservicing Account
is not an Eligible Account, the Master
Servicer shall be
deemed to have received such monies upon receipt
thereof by
the Subservicer.
The Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the nature of
prepayment charges
or late charges or
assumption
fees. On or before the date specified in the
Program Guide,
but in no event later
than the Determination
Date, the Master
Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to
remit to the Master Servicer for deposit in the Custodial Account
all funds held
in the Subservicing
Account with respect to each Mortgage Loan serviced by such
Subservicer that are
required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing
Agreement,
to
advance on such
scheduled date of
remittance
amounts equal to any scheduled
monthly installments of principal and interest less its
Subservicing Fees on any
Mortgage Loans for
which payment
was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will
continue up to and
including the
first of the
month following the date on which the related
Mortgaged Property
is sold at a
foreclosure
sale or is acquired by
the Trust
Fund by deed in lieu of foreclosure or otherwise. All such advances received by
the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) (See Section 3.08(b) - (d) of the Standard Terms)
Section 3.09 Access to
Certain Documentation
and Information Regarding the
Mortgage Loans. (See Section 3.09 of the Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(a)
The Master Servicer
may, from time to time as provided
herein, make
withdrawals from the
Custodial Account of amounts on deposit
therein
pursuant to Section 3.07 that are attributable to the Mortgage
Loans for
the following purposes:
(i)
to make deposits into the Certificate Account in the amounts and in
the
manner provided for in Section 4.01;
(ii) to
reimburse itself or the related Subservicer for previously
unreimbursed Advances,
Servicing
Advances or other expenses made
pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04
or otherwise reimbursable pursuant to the terms of this Agreement,
such
withdrawal right
being limited to amounts received on the related
Mortgage Loans
(including, for this
purpose, REO Proceeds,
Insurance
Proceeds, Liquidation
Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01)
which
represent (A) Late
Collections of Monthly
Payments for which any
such
advance was
made in the case of Subservicer Advances or Advances
pursuant to Section
4.04 and (B)
recoveries
of amounts in respect
of
which such advances were made in the case of Servicing
Advances;
(iii) to pay to
itself or the related
Subservicer (if not previously retained
by such Subservicer) out of each payment received by the Master
Servicer
on account of interest on a Mortgage Loan as contemplated by Sections
3.14 and 3.16, an
amount equal to that
remaining portion of any such
payment as to interest
(but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when deducted,
will
result in the remaining amount of such interest
being interest at the
Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage
Loan) on the amount
specified in the amortization
schedule of the related Mortgage Loan as the principal
balance thereof
at the beginning of the period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to
pay to itself as additional servicing compensation any interest or
investment income
earned on funds and
other property
deposited in or
credited to the
Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v)
to pay to itself as additional servicing compensation any Foreclosure
Profits, any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant
to Section 3.08(b),
and any amounts paid by a
Mortgagor in connection with a Principal Prepayment in Full in respect
of interest
for any period during the calendar month in which such
Principal
Prepayment in
Full
is to be distributed to the
Certificateholders;
(vi) to
pay to itself, a
Subservicer, a Seller,
Residential
Funding, the
Company or any
other appropriate Person, as the case may be, with
respect to each
Mortgage Loan or property acquired in respect thereof
that has been
purchased or otherwise
transferred
pursuant to
Section
2.02, 2.03,
2.04, 4.07 or 9.01,
all amounts received
thereon and not
required to be distributed to the Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to
reimburse itself or
the related
Subservicer for any
Nonrecoverable
Advance or
Advances in the manner and to the extent provided in
subsection (c) below,
and any Advance or Servicing Advance made in
connection with a
modified Mortgage Loan
that is in default or, in the
judgment of the
Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the
Advance or
Servicing Advance
was added to the
Stated Principal Balance of the
Mortgage Loan in a prior calendar month, or any Advance
reimbursable to
the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with
enforcing, in
accordance
with
this Agreement, any repurchase,
substitution or indemnification obligation of any Seller (other
than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to
reimburse itself for Servicing Advances expended by it (a) pursuant
to Section 3.14 in
good faith in
connection with the
restoration
of
property damaged by an
Uninsured Cause, and
(b) in connection with the
liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above;
(x)
to withdraw any amount
deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07; and
(xi) to
reimburse or pay any
Subservicer any such amounts as are due thereto
under the applicable
Subservicing Agreement
and have not been retained
by or paid to the
Subservicer, to the
extent provided
in the related
Subservicing Agreement.
(b)
(See Section 3.10(b) - (c) of the Standard Terms)
Section 3.11
Maintenance of
the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments.
(See Section 3.13 of the Standard
Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(a) The Master
Servicer shall
foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties
securing such
of the Mortgage
Loans as come into and
continue in default
and as to which no
satisfactory
arrangements can be
made for collection of
delinquent
payments
pursuant to Section
3.07. Alternatively,
the Master
Servicer may take other
actions in respect of a defaulted Mortgage Loan, which may include
(i) accepting
a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually
owed in order to facilitate a sale of the Mortgaged
Property by the
Mortgagor) or permitting a short refinancing (a payoff of the
Mortgage Loan for an
amount less than the total amount contractually owed in
order to facilitate
refinancing
transactions by the
Mortgagor not involving a
sale of the Mortgaged
Property), (ii)
arranging for a
repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection
with
such foreclosure
or other conversion or action, the Master Servicer shall,
consistent with
Section 3.11, follow
such practices and procedures as it shall
deem necessary
or advisable, as shall be normal and usual in its general
mortgage servicing
activities
and as shall be
required or
permitted by the
Program Guide,
as applicable;
provided that the
Master Servicer shall
not be
liable in any respect
hereunder if the Master Servicer is acting in
connection
with any such
foreclosure or other
conversion
in a manner that is
consistent
with the provisions of this Agreement. The Master Servicer, however, shall not
be required
to expend its own funds or incur
other reimbursable charges in
connection with
any foreclosure, or attempted foreclosure which is not
completed, or towards
the restoration of any property unless it shall determine
(i) that such
restoration and/or
foreclosure
will increase the proceeds of
liquidation of the
Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges
and (ii) that
such expenses or charges will be recoverable to it through
Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for
purposes of
withdrawals from the
Custodial Account
pursuant to Section
3.10,
whether or not such expenses and charges are actually recoverable from related
Liquidation Proceeds,
Insurance Proceeds or REO Proceeds). In the event of such
a determination by the
Master Servicer
pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of such amounts pursuant to
Section 3.10.
In addition to the
foregoing, the Master
Servicer shall use its best
reasonable efforts to
realize upon any
Additional Collateral
for such of the
Additional Collateral Loans as come into and continue in default
and as to which
no satisfactory
arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall
not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a
result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such
Additional Collateral
in any manner that
would impair the
ability to recover
against the related
Mortgaged Property,
and (ii) the Master
Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the
proceeds of such
Additional Collateral
against amounts owed
under the defaulted
Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to
be
released to the Mortgagor or the related guarantor in accordance
with procedures
that the Master
Servicer would follow in servicing loans held for its own
account, subject
to the terms
and conditions of the related Mortgage and
Mortgage Note
and to the
terms and conditions of any security agreement,
guarantee agreement,
mortgage or other
agreement governing
the disposition of
the proceeds of such Additional Collateral) shall be deposited in
the Custodial
Account, subject to
withdrawal
pursuant to Section
3.10. Any other payment
received by the Master Servicer in respect of such Additional
Collateral
shall
be deposited in the Custodial Account subject to withdrawal
pursuant to
Section
3.10.
For so long as the
Master Servicer
is the Master
Servicer under the
Credit Support Pledge
Agreement and any of the Mortgage Loans are Pledged Asset
Loans, the Master
Servicer shall perform its obligations under the Credit
Support Pledge
Agreement in accordance with such agreement and in a manner
that
is in the best interests of the Certificateholders. Further, the
Master Servicer
shall use its best
reasonable efforts to
realize upon any
Pledged Assets for
such of the Pledged
Asset Loans as come into and continue in default and as to
which no satisfactory
arrangements
can be made for
collection
of delinquent
payments pursuant to Section 3.07; provided that the Master Servicer
shall not,
on behalf of the Trustee, obtain title to any such Pledged Assets
as a result of
or in lieu of the disposition thereof or otherwise; and provided further that
(i) the Master Servicer shall not proceed with respect to such
Pledged Assets in
any manner
that would
impair the
ability to recover against the related
Mortgaged Property,
and (ii) the Master
Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the
proceeds of such
Pledged Assets
against amounts owed under the defaulted
Mortgage Loan. Any
proceeds realized from such Pledged Assets (other than amounts to
be released to
the Mortgagor or the related guarantor in accordance
with procedures that the
Master Servicer
would follow in servicing loans held for its own account,
subject to the terms and conditions of the related Mortgage and Mortgage Note
and to the terms and conditions of any security agreement,
guarantee
agreement,
mortgage or other
agreement governing
the disposition of the
proceeds of such
Pledged Assets)
shall be deposited in the Custodial Account, subject to
withdrawal pursuant to
Section 3.10. Any
other payment received
by the Master
Servicer in respect of such Pledged Assets shall be deposited in the
Custodial
Account subject to withdrawal pursuant to Section 3.10.
Concurrently with the
foregoing,
the Master
Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance
with Sections
2.03 and 2.04.
However, the Master
Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans
and remedies in connection with a breach of a representation and
warranty if the
Master Servicer determines in its reasonable discretion that one such remedy
is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the
occurrence of a Cash
Liquidation or REO
Disposition, following
the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of
"Cash Liquidation"
or
"REO Disposition,"
as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case
may be, shall release to the Master Servicer the related
Mortgage File and the
Trustee shall
execute and deliver
such instruments
of
transfer or assignment
prepared by the Master
Servicer, in each case without
recourse, as shall be
necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such
Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or
any other
provision of this
Agreement, in the
Master Servicer's
sole discretion with
respect to any
defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may
be deemed to
have occurred if substantially all amounts expected by the Master
Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received,
and (ii) for
purposes of determining the amount of any
Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the
amount of any Realized
Loss, the Master
Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated
additional
liquidation
expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) (See Section 3.14(b) - (c) of the Standard Terms)
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or
repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well
as any recovery (other than Subsequent Recoveries) resulting from a collection
of Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in
the following order of priority: first, to reimburse the Master
Servicer or the
related Subservicer in
accordance with Section 3.10(a)(ii) and, in the case
of
Wells Fargo as a Subservicer, if applicable, to reimburse such Subservicer
for
any Subservicing Fees payable therefrom; second, to the Certificateholders to
the extent of accrued and unpaid interest on the Mortgage Loan, and
any related
REO Imputed Interest,
at the Net
Mortgage Rate (or the Modified Net
Mortgage
Rate in the case of a Modified Mortgage Loan), to the Due Date in the related
Due Period
prior to the
Distribution
Date on which
such amounts are to be
distributed; third, to
the Certificateholders as a recovery of principal on the
Mortgage Loan (or REO Property) (provided that if any such Class of
Certificates
to which such
Realized Loss was allocated is no longer outstanding, such
subsequent recovery
shall be distributed to the persons who were the Holders of
such Class of Certificates when it was retired); fourth, to all Servicing Fees
and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer shall have
no claims for any deficiencies with respect to such fees
which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) (See Section 3.14(e) of the Standard Terms)
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. (See
Section 3.15
of the Standard Terms)
Section 3.16 Servicing
and Other Compensation; Compensating Interest. (See
Section 3.16 of the Standard Terms)
Section 3.17 Reports
to the Trustee and the
Company. (See Section
3.17 of the
Standard Terms)
Section 3.18 Annual
Statement as to Compliance. (See Section 3.18 of the
Standard Terms)
Section 3.19 Annual
Independent Public
Accountants'
Servicing Report. (See
Section 3.19 of the Standard Terms)
Section 3.20 Rights of
the Company in Respect
of the Master Servicer. (See
Section 3.20 of the Standard Terms)
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the
Standard
Terms)
Section 3.22
Advance Facility. (See Section 3.22 of the Standard Terms)
<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, (x) the Master Servicer on behalf of the
Trustee or
(y) the Paying Agent appointed by the Trustee, shall
distribute (I) to the Master Servicer or a sub-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 (II) 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:
(i)
to the Senior
Certificates (other
than the Principal Only Certificates
and, prior to the Accretion Termination Date, the Accrual
Certificates)
on a pro rata basis based on the 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); 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
(Y) to the Accretion
Directed Certificates,
the Accrual
Distribution Amount in
the priority set forth
in Section
4.02(b)(ii),
and to the Senior
Certificates (other than the Class A-P Certificates),
in the priorities and amounts set forth in Sections 4.02(b)(iii)
through
4.02(d), 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);
(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 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;
(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;
(xvi) to the
Senior Certificates, in the priority set forth in Section
4.02(b)
of this Series Supplement, the portion, if any, of the Available
Distribution Amount remaining after the foregoing distributions,
applied
to reduce the Certificate Principal Balances of such Senior
Certificates, but in no event more than the aggregate of the
outstanding
Certificate
Principal
Balances of
each such Class of Senior
Certificates, and
thereafter, to each Class of Subordinate Certificates
then outstanding
beginning with such
Class with the Highest
Priority,
any portion of the Available Distribution Amount remaining after the
Senior Certificates have been retired, applied to reduce the
Certificate
Principal Balance of each such Class of Subordinate Certificates,
but in
no event more than the outstanding Certificate Principal Balance of
each
such Class of Subordinate Certificates; and
(xvii) 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;
(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
Accrual Distribution
Amount shall be
distributed to the
Class A-8
and Class A-12
Certificates in reduction of the Certificate Principal
Balances thereof,
pro rata, in accordance with their respective
Certificate Principal
Balances until the Certificate Principal Balance
thereof has been reduced to zero;
(iii) the Senior
Principal Distribution Amount shall be distributed in the
following order of priority:
(a) to the Class
R-I and Class
R-II Certificates, pro
rata, in accordance with their respective Certificate Principal
Balances, until the
Certificate Principal
Balances thereof have
been reduced to zero;
(b) from the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(a), an
amount up to the Lockout Amount for
that
Distribution
Date to the Class A-6 and Class A-7
Certificates, pro
rata, in accordance with their respective
Certificate Principal
Balances, until the
Certificate Principal
Balances thereof have been reduced to zero;
(c) from the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(b),
an amount up to $3,023, shall be
distributed in the following priority:
(1) first,
an amount up to $1,983 to the
Class A-1 and Class A-2 Certificates, pro rata, in
accordance with
their respective Certificate
Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero;
(2) second, an amount
up to $543,378 to the
Class A-3 and Class A-4 Certificates, pro rata, in
accordance with
their respective Certificate
Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero; and
(3) third,
to the Class A-1 and Class A-2
Certificates, pro
rata, in accordance
with their
respective Certificate
Principal Balances,
until
the Certificate
Principal Balances thereof have
been reduced to zero;
(d) from the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section 4.02(b)(ii)(c), an amount up to $812,899 to the Class
A-5
Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero;
(e) from the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(d), an
amount up to the amount equal to the
difference between
(x) $1,983 and (y) the aggregate amounts
distributed to the Class A-1 and Class A-2 Certificates
pursuant
to Section
4.02(b)(ii)(c)(1),
to the Class A-1 and Class A-2
Certificates, pro
rata, in accordance with their respective
Certificate Principal
Balances, until the
Certificate Principal
Balances thereof have been reduced to zero;
(f) from the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(e), an
amount up to an amount
equal to the
excess of (x) $543,378 and (y) the aggregate amounts distributed
to the Class A-3 and Class A-4 Certificates pursuant to Section
4.02(b)(ii)(c)(2), to
the Class A-3 and Class A-4 Certificates,
pro rata, in accordance with their respective Certificate
Principal Balances,
until the Certificate Principal Balances
thereof have been reduced to zero;
(g) the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(f),
to the Class A-1 and Class A-2
Certificates, pro
rata, in accordance with their respective
Certificate Principal
Balances, until the
Certificate Principal
Balances thereof have been reduced to zero;
(h) the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(g)
to the Class A-3 and Class A-4
Certificates, pro
rata, in accordance with their respective
Certificate Principal
Balances, until the
Certificate Principal
Balances thereof have been reduced to zero;
(i) the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section 4.02(b)(ii)(h)
to the Class A-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(j) the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section 4.02(b)(ii)(i)
shall be distributed concurrently as
follows:
(1) The Class A-8/A-9/A-12 Percentage of such
amount to the Class A-8, Class A-9 and Class A-12
Certificates, in the following priority:
(x) to the Class A-8 and Class A-12
Certificates, pro
rata, in accordance
with their
respective Certificate
Principal Balances,
until
the Certificate
Principal Balances thereof have
been reduced to zero; and
(y) to the Class A-9 Certificates, until the
Certificate Principal
Balance thereof has been
reduced to zero; and
(2) The Class
A-10/A-11 Percentage
of such amount
to the Class A-10 and
Class A-11
Certificates,
in that
order, until the
Certificate Principal
Balances thereof
have been reduced to zero; and
(k) the balance of the Senior Principal Distribution
Amount remaining after
the distribution,
if any, described in
Section
4.02(b)(ii)(j)
to the Class A-6 and Class A-7
Certificates, pro
rata, in accordance with their respective
Certificate Principal
Balances and without regard to the Lockout
Amount
for such Distribution Date, until the Certificate
Principal Balances thereof have been reduced to zero.
(c) On or after the
occurrence
of the Credit Support Depletion Date, all
priorities relating to
distributions
as described in
Section 4.02(b) of
this
Series Supplement in respect of principal among the Senior
Certificates
(other
than the Class A-P Certificates) will be disregarded, and (i) an
amount equal to
the Discount
Fraction of the principal portion of scheduled payments and
unscheduled collections received or advanced in respect of the
Discount Mortgage
Loans minus
the Discount Fraction of the portion of the Capitalization
Reimbursement Amount for such Distribution Date will be distributed
to the Class
A-P Certificates,
(ii) the Senior Principal Distribution Amount will be
distributed to the
remaining Senior Certificates (other than the Class A-P
Certificates)
pro rata in accordance with their respective outstanding
Certificate Principal
Balances and (iii) the amount set forth in Section
4.02(a)(i) herein will be distributed as set forth therein;
provided, however,
that (i) until reduction of the Certificate Principal Balance of the Class A-3
Certificates to zero,
the aggregate amount distributable to the Class A-3
Certificates and Class
A-4 Certificates
in respect of the
aggregate Accrued
Certificate Interest
thereon and in respect of their aggregate pro rata portion
of the Senior Principal Distribution Amount will be
distributed among the Class
A-3 and Class A-4
Certificates in the following priority: first,
