Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. 108 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-V] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-V] notional amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose.

Appears in 15 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 106 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______________~~--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-Vv] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-Vv] notional amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose.

Appears in 13 contracts

Appears in 12 contracts

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 109 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______________~~--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-Vv] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-Vv] notional amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2004-S5 Trust), Pooling and Servicing Agreement (Residential Fundings Mortgage Sec Rfmsi Series 2004-S2 Trust), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I 2004-S4)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney ~~duly~~ xxxx authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-Sa3 Trust), Pooling and Servicing Agreement (RFMSI Series 2005-Sa2 Trust), Pooling and Servicing Agreement (RFMSI Series 2005-Sa4 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 105 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [ %][~~____] [____]% [Adjustable] [Variable~~Adjustable][Variable] Pass-Through -------- -------- Class [A- ] Senior Rate [based on a Notional Amount] ~~Class [A-___] Senior Percentage Interest: ____%~~ ---- Date of Pooling and Servicing [Percentage Interest: %] ------ Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [~~________________ Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ~~Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [~~________________ Class [A- ] Certificates: ---- Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] [Corporation Notional Amount] of this Certificate: $Assumed Final $ ] -------------------------- Distribution Date: CUSIP _______- ---------- ---------------- MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ EVIDENCING A PERCENTAGE INTEREST IN THE DISTRIBUTIONS ALLOCABLE TO THE CLASS [A- ] CERTIFICATES WITH RESPECT TO A TRUST FUND CONSISTING PRIMARILY OF A POOL OF CONVENTIONAL ONE- TO FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS FORMED AND SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE REFERRED TO BELOW OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES. NONE OF THE COMPANY, THE MASTER SERVICER, GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES WILL HAVE ANY OBLIGATION WITH RESPECT TO ANY CERTIFICATE OR OTHER OBLIGATION SECURED BY OR PAYABLE FROM PAYMENTS ON THE CERTIFICATES. THIS CERTIFIES THAT IS THE REGISTERED OWNER OF THE PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE [(OBTAINED BY DIVIDING THE [INITIAL CERTIFICATE PRINCIPAL BALANCE] [INITIAL [INTEREST ONLY/CLASS A-V] NOTIONAL AMOUNT] OF THIS CERTIFICATE BY THE AGGREGATE [INITIAL CERTIFICATE PRINCIPAL BALANCE OF ALL CLASS A- CERTIFICATES] [INITIAL [INTEREST ONLY/CLASS A-V] NOTIONAL AMOUNTS OF ALL [INTEREST ONLY/CLASS A-V] CERTIFICATES], BOTH AS SPECIFIED ABOVE)] IN CERTAIN DISTRIBUTIONS WITH RESPECT TO THE TRUST FUND CONSISTING PRIMARILY OF AN INTEREST IN A POOL OF CONVENTIONAL ONE- TO FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS (THE "MORTGAGE LOANS"), FORMED AND SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (HEREINAFTER CALLED THE "COMPANY," WHICH TERM INCLUDES ANY SUCCESSOR ENTITY UNDER THE AGREEMENT REFERRED TO BELOW). THE TRUST FUND WAS CREATED PURSUANT TO A SERIES SUPPLEMENT, DATED AS SPECIFIED ABOVE, TO THE STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF ______________~~] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~__ (TOGETHER, THE "POOLING AND SERVICING AGREEMENT" OR THE "AGREEMENT") AMONG THE COMPANY, THE MASTER SERVICER AND _______________, AS TRUSTEE (THE "TRUSTEE"), A SUMMARY OF CERTAIN OF THE PERTINENT PROVISIONS OF WHICH IS SET FORTH HEREAFTER. TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS ASSIGNED IN THE AGREEMENT. THIS CERTIFICATE IS ISSUED UNDER AND IS SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS OF THE AGREEMENT, TO WHICH AGREEMENT THE HOLDER OF THIS CERTIFICATE BY VIRTUE OF THE ACCEPTANCE HEREOF ASSENTS AND BY WHICH SUCH HOLDER IS BOUND. PURSUANT TO THE TERMS OF THE AGREEMENT, A DISTRIBUTION WILL BE MADE ON THE 25TH DAY OF EACH MONTH OR, IF SUCH 25TH DAY IS NOT A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY FOLLOWING (THE "DISTRIBUTION DATE"), COMMENCING AS DESCRIBED IN THE AGREEMENT, TO THE PERSON IN WHOSE NAME THIS CERTIFICATE IS REGISTERED AT THE CLOSE OF BUSINESS ON THE LAST DAY (OR IF SUCH LAST DAY IS NOT A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY PRECEDING SUCH LAST DAY) OF THE MONTH IMMEDIATELY PRECEDING THE MONTH OF SUCH DISTRIBUTION (THE "RECORD DATE"), FROM THE AVAILABLE DISTRIBUTION AMOUNT IN AN AMOUNT EQUAL TO THE PRODUCT OF THE PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE AND THE AMOUNT [(OF INTEREST AND PRINCIPAL, IF ANY)] REQUIRED TO BE DISTRIBUTED TO HOLDERS OF CLASS A- CERTIFICATES ON SUCH DISTRIBUTION DATE. [THE [INTEREST ONLY/CLASS A-V] NOTIONAL AMOUNT OF THE [INTEREST ONLY/CLASS A-V] CERTIFICATES AS OF ANY DATE OF DETERMINATION IS EQUAL TO THE AGGREGATE STATED PRINCIPAL BALANCE OF THE MORTGAGE LOANS CORRESPONDING TO THE UNCERTIFICATED REMIC REGULAR INTERESTS REPRESENTED BY SUCH [INTEREST ONLY/CLASS A-V] CERTIFICATES.] DISTRIBUTIONS ON THIS CERTIFICATE WILL BE MADE EITHER BY THE MASTER SERVICER ACTING ON BEHALF OF THE TRUSTEE OR BY A PAYING AGENT APPOINTED BY THE TRUSTEE IN IMMEDIATELY AVAILABLE FUNDS (BY WIRE TRANSFER OR OTHERWISE) FOR THE ACCOUNT OF THE PERSON ENTITLED THERETO IF SUCH PERSON SHALL HAVE SO NOTIFIED THE MASTER SERVICER OR SUCH PAYING AGENT, OR BY CHECK MAILED TO THE ADDRESS OF THE PERSON ENTITLED THERETO, AS SUCH NAME AND ADDRESS SHALL APPEAR ON THE CERTIFICATE REGISTER. NOTWITHSTANDING THE ABOVE, THE FINAL DISTRIBUTION ON THIS CERTIFICATE WILL BE MADE AFTER DUE NOTICE OF THE PENDENCY OF SUCH DISTRIBUTION AND ONLY UPON PRESENTATION AND SURRENDER OF THIS CERTIFICATE AT THE OFFICE OR AGENCY APPOINTED BY THE TRUSTEE FOR THAT PURPOSE IN THE CITY AND STATE OF NEW YORK. THE [INITIAL CERTIFICATE PRINCIPAL BALANCE] [~~______________~~INITIAL [INTEREST ONLY/CLASS A-V] NOTIONAL AMOUNT] OF THIS CERTIFICATE IS SET FORTH ABOVE.] [THE CERTIFICATE PRINCIPAL BALANCE HEREOF WILL BE REDUCED TO THE EXTENT OF DISTRIBUTIONS ALLOCABLE TO PRINCIPAL AND ANY REALIZED LOSSES ALLOCABLE HERETO.] THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED ISSUE OF CERTIFICATES ISSUED IN SEVERAL CLASSES DESIGNATED AS MORTGAGE PASS-THROUGH ~~CERTIFICATE~~ CERTIFICATES OF THE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [SPECIFIED HEREON (obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-V] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-V] notional amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the HEREIN COLLECTIVELY CALLED THE "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificatesCERTIFICATES"). ~~The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans~~THE CERTIFICATES ARE LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS AND RECOVERIES RESPECTING THE MORTGAGE LOANS, ~~all as more specifically set forth herein and in the agreement~~ALL AS MORE SPECIFICALLY SET FORTH HEREIN AND IN THE AGREEMENT. ~~In the event master servicer funds are advanced with respect to any mortgage loan~~IN THE EVENT MASTER SERVICER FUNDS ARE ADVANCED WITH RESPECT TO ANY MORTGAGE LOAN, ~~such advance is reimbursable to the master servicer~~SUCH ADVANCE IS REIMBURSABLE TO THE MASTER SERVICER, ~~to the extent provided in the agreement~~TO THE EXTENT PROVIDED IN THE AGREEMENT, ~~from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders~~FROM RELATED RECOVERIES ON SUCH MORTGAGE LOAN OR FROM OTHER CASH THAT WOULD HAVE BEEN DISTRIBUTABLE TO CERTIFICATEHOLDERS. ~~As provided in the agreement~~AS PROVIDED IN THE AGREEMENT, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholdersWITHDRAWALS FROM THE CUSTODIAL ACCOUNT AND/OR THE CERTIFICATE ACCOUNT CREATED FOR THE BENEFIT OF CERTIFICATEHOLDERS MAY BE MADE BY THE MASTER SERVICER FROM TIME TO TIME FOR PURPOSES OTHER THAN DISTRIBUTIONS TO CERTIFICATEHOLDERS, ~~such purposes including without limitation reimbursement to the company and the master servicer of advances made~~SUCH PURPOSES INCLUDING WITHOUT LIMITATION REIMBURSEMENT TO THE COMPANY AND THE MASTER SERVICER OF ADVANCES MADE, ~~or certain expenses incurred~~OR CERTAIN EXPENSES INCURRED, ~~by either of them~~BY EITHER OF THEM. ~~The agreement permits~~THE AGREEMENT PERMITS, ~~with certain exceptions therein provided~~WITH CERTAIN EXCEPTIONS THEREIN PROVIDED, ~~the amendment of the agreement and the modification of the rights and obligations of the company~~THE AMENDMENT OF THE AGREEMENT AND THE MODIFICATION OF THE RIGHTS AND OBLIGATIONS OF THE COMPANY, ~~the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company~~THE MASTER SERVICER AND THE TRUSTEE AND THE RIGHTS OF THE CERTIFICATEHOLDERS UNDER THE AGREEMENT AT ANY TIME BY THE COMPANY, ~~the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than~~ THE MASTER SERVICER AND THE TRUSTEE WITH THE CONSENT OF THE HOLDERS OF CERTIFICATES EVIDENCING IN THE AGGREGATE NOT LESS THAN 66% ~~of the percentage interests of each class of certificates affected thereby~~OF THE PERCENTAGE INTERESTS OF EACH CLASS OF CERTIFICATES AFFECTED THEREBY. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificateANY SUCH CONSENT BY THE HOLDER OF THIS CERTIFICATE SHALL BE CONCLUSIVE AND BINDING ON SUCH HOLDER AND UPON ALL FUTURE HOLDERS OF THIS CERTIFICATE AND OF ANY CERTIFICATE ISSUED UPON THE TRANSFER HEREOF OR IN EXCHANGE HEREFOR OR IN LIEU HEREOF WHETHER OR NOT NOTATION OF SUCH CONSENT IS MADE UPON THE CERTIFICATE. ~~The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and~~THE AGREEMENT ALSO PERMITS THE AMENDMENT THEREOF IN CERTAIN CIRCUMSTANCES WITHOUT THE CONSENT OF THE HOLDERS OF ANY OF THE CERTIFICATES AND, ~~in certain additional circumstances~~IN CERTAIN ADDITIONAL CIRCUMSTANCES, ~~without the consent of the holders of certain classes of certificates~~WITHOUT THE CONSENT OF THE HOLDERS OF CERTAIN CLASSES OF CERTIFICATES. ~~As provided in the agreement and subject to certain limitations therein set forth~~AS PROVIDED IN THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New YorkTHE TRANSFER OF THIS CERTIFICATE IS REGISTRABLE IN THE CERTIFICATE REGISTER UPON SURRENDER OF THIS CERTIFICATE FOR REGISTRATION OF TRANSFER AT THE OFFICES OR AGENCIES APPOINTED BY THE TRUSTEE IN THE CITY AND STATE OF NEW YORK, ~~duly endorsed by~~DULY ENDORSED BY, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writingOR ACCOMPANIED BY AN ASSIGNMENT IN THE FORM BELOW OR OTHER WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR DULY EXECUTED BY THE HOLDER HEREOF OR SUCH HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING, ~~and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees~~AND THEREUPON ONE OR MORE NEW CERTIFICATES OF AUTHORIZED DENOMINATIONS EVIDENCING THE SAME CLASS AND AGGREGATE PERCENTAGE INTEREST WILL BE ISSUED TO THE DESIGNATED TRANSFEREE OR TRANSFEREES. ~~The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement~~THE CERTIFICATES ARE ISSUABLE ONLY AS REGISTERED CERTIFICATES WITHOUT COUPONS IN CLASSES AND IN DENOMINATIONS SPECIFIED IN THE AGREEMENT. ~~As provided in the agreement and subject to certain limitations therein set forth~~AS PROVIDED IN THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, ~~certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest~~CERTIFICATES ARE EXCHANGEABLE FOR NEW CERTIFICATES OF AUTHORIZED DENOMINATIONS EVIDENCING THE SAME CLASS AND AGGREGATE PERCENTAGE INTEREST, ~~as requested by the holder surrendering the same~~AS REQUESTED BY THE HOLDER SURRENDERING THE SAME. ~~No service charge will be made for any such registration of transfer or exchange~~NO SERVICE CHARGE WILL BE MADE FOR ANY SUCH REGISTRATION OF TRANSFER OR EXCHANGE, ~~but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith~~BUT THE TRUSTEE MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO COVER ANY TAX OR OTHER GOVERNMENTAL CHARGE PAYABLE IN CONNECTION THEREWITH. ~~The company~~THE COMPANY, ~~the master servicer~~THE MASTER SERVICER, ~~the trustee and the certificate registrar and any agent of the company~~THE TRUSTEE AND THE CERTIFICATE REGISTRAR AND ANY AGENT OF THE COMPANY, ~~the master servicer~~THE MASTER SERVICER, ~~the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes~~THE TRUSTEE OR THE CERTIFICATE REGISTRAR MAY TREAT THE PERSON IN WHOSE NAME THIS CERTIFICATE IS REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, ~~and neither the company~~AND NEITHER THE COMPANY, ~~the master servicer~~THE MASTER SERVICER, ~~the trustee nor any such agent shall be affected by notice to the contrary~~THE TRUSTEE NOR ANY SUCH AGENT SHALL BE AFFECTED BY NOTICE TO THE CONTRARY. ~~This certificate shall be governed by and construed in accordance with the laws of the state of New York~~THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of THE OBLIGATIONS CREATED BY THE AGREEMENT IN RESPECT OF THE CERTIFICATES AND THE TRUST FUND CREATED THEREBY SHALL TERMINATE UPON THE PAYMENT TO CERTIFICATEHOLDERS OF ALL AMOUNTS HELD BY OR ON BEHALF OF THE TRUSTEE AND REQUIRED TO BE PAID TO THEM PURSUANT TO THE AGREEMENT FOLLOWING THE EARLIER OF (iI) ~~the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and~~ THE MATURITY OR OTHER LIQUIDATION OF THE LAST MORTGAGE LOAN SUBJECT THERETO OR THE DISPOSITION OF ALL PROPERTY ACQUIRED UPON FORECLOSURE OR DEED IN LIEU OF FORECLOSURE OF ANY MORTGAGE LOAN AND (iiII) ~~the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans~~THE PURCHASE BY THE MASTER SERVICER FROM THE TRUST FUND OF ALL REMAINING MORTGAGE LOANS AND ALL PROPERTY ACQUIRED IN RESPECT OF SUCH MORTGAGE LOANS, ~~thereby effecting early retirement of the certificates~~THEREBY EFFECTING EARLY RETIREMENT OF THE CERTIFICATES. ~~The agreement permits~~THE AGREEMENT PERMITS, ~~but does not require~~BUT DOES NOT REQUIRE, ~~the master servicer to~~ THE MASTER SERVICER TO (iI) ~~purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or~~ PURCHASE AT A PRICE DETERMINED AS PROVIDED IN THE AGREEMENT ALL REMAINING MORTGAGE LOANS AND ALL PROPERTY ACQUIRED IN RESPECT OF ANY MORTGAGE LOAN OR (iiII) ~~purchase in whole~~PURCHASE IN WHOLE, ~~but not in part~~BUT NOT IN PART, ~~all of the certificates from the holders thereof~~ALL OF THE CERTIFICATES FROM THE HOLDERS THEREOF; ~~provided~~PROVIDED, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cutTHAT ANY SUCH OPTION MAY ONLY BE EXERCISED IF THE POOL STATED PRINCIPAL BALANCE OF THE MORTGAGE LOANS AS OF THE DISTRIBUTION DATE UPON WHICH THE PROCEEDS OF ANY SUCH PURCHASE ARE DISTRIBUTED IS LESS THAN TEN PERCENT OF THE CUT-~~off date principal balance of the mortgage loans~~OFF DATE PRINCIPAL BALANCE OF THE MORTGAGE LOANS. ~~Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof~~REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF, ~~which further provisions shall for all purposes have the same effect as if set forth at this place~~WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. ~~Unless the certificate of authentication hereon has been executed by the certificate registrar~~UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN EXECUTED BY THE CERTIFICATE REGISTRAR, ~~by manual signature~~BY MANUAL SIGNATURE, ~~this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose~~THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE AGREEMENT OR BE VALID FOR ANY PURPOSE.

Appears in 4 contracts

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly authorized ~~in writing~~xx xxiting, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-S8 Trust), Pooling and Servicing Agreement (RFMSI Series 2005-S7 Trust)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (RFMSI Series 2005-S2 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 105 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. ._________ [____~~] [~~____%]% [~~Adjustable] [Variable~~Adjustable][Variable] Pass-Through Class [A- ___] Senior Rate [based on a Notional Amount] ~~Class~~ Date of Pooling and Servicing [~~A-___] Senior~~ Percentage Interest: ____~~% Date of Pooling and Servicing~~ _________%] Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut~~________________ Balance] [[Interest Only/Class A-~~off~~ V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ________________ Class [A- __________] Certificates: Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] Corporation Notional [Amount] of this Certificate: Assumed Final $________________________] ~~Amount] [Subclass Notional Amount] of the Class [A-___] Certificates~~Distribution Date: $CUSIP _______~~_ First Distribution Date: [Initial] [Certificate Principal Balance] [~~- ______________~~] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~_~~_____________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ _ MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [~~the~~ The [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate ~~stated principal balance~~ Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the ~~uncertificated remic regular interests~~ Uncertificated REMIC Regular Interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] [As described above, no transfer of this Class A-__ Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxy authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer or the Company from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer or the Company to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and ~~Aggregate Initial [Certificate Principal~~ Cut-off Date: ~~Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial]~~ Aggregate Initial [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [~~Subclass~~Notional Amount] [Subclass Notional Amount] of ~~this Certificate~~the Class [A-___] Certificates: $-------- First Distribution Date: [Initial] [Certificate Principal Balance] [Interest [______________] Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[--------------] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxx authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-S3 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney ~~duly authorized~~ xxxx xxthorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-S4 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxx authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-S9 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. ._________ [____~~] [~~____%]% [~~Adjustable] [Variable~~Adjustable][Variable] Pass-Through Class [A- ___] Senior Rate [based on a Notional Amount] ~~Class~~ Date of Pooling and Servicing [~~A-___] Senior~~ Percentage Interest: ____~~% Date of Pooling and Servicing~~ _________%] Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut~~________________ Balance] [[Interest Only/Class A-~~off~~ V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ________________ Class [A- __________] Certificates: Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] Corporation Notional [Amount] of this Certificate: Assumed Final $________________________] ~~Amount] [Subclass Notional Amount] of the Class [A-___] Certificates~~Distribution Date: $CUSIP _______~~_ First Distribution Date: [Initial] [Certificate Principal Balance] [~~- ______________~~] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~_~~_____________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ _ MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [~~the~~ The [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate ~~stated principal balance~~ Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the ~~uncertificated remic regular interests~~ Uncertificated REMIC Regular Interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] [As described above, no transfer of this Class A-__ Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer or the Company from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer or the Company to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly authorized ~~in writing~~xx xxxting, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-S6 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______________~~--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (Hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class ~~A- certificates~~ [A-___]Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly ~~authorized~~ xxxxxxized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-Sa1 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 105 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [ %][~~____] [____]% [Adjustable] [Variable~~Adjustable][Variable] Pass-Through -------- -------- Class [A- ] Senior Rate [based on a Notional Amount] ~~Class [A-___] Senior Percentage Interest: ____%~~ ---- Date of Pooling and Servicing [Percentage Interest: %] ------ Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [~~________________ Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ~~Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [~~________________ Class [A- ] Certificates: ---- Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] [Corporation Notional Amount] of this Certificate: $[Assumed Final $ ] -------------------------- Distribution Date: CUSIP _______~~_______] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ - ---------- ---------------- MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [~~the~~ The [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate ~~stated principal balance~~ Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the ~~uncertificated remic regular interests~~ Uncertificated REMIC Regular Interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] [As described above, no transfer of this Class A-__ Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer or the Company from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer or the Company to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF ~~1986~~1986 (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation ~~Assumed~~ [Assumed] [Scheduled] Final Distribution Date: CUSIP [_______________] [______________] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ [related] Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. [The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 6666.6% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's attorney duly ~~authorized~~ xxxxxxized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan [in the related Loan Group] subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ [related] Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans [in the related Loan Group] as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2005-Sa5 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 106 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______________~~--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-Vv] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-Vv] notional amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's ~~attorney duly~~ attornxx xxly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 105 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [ %][~~____] [____]% [Adjustable] [Variable~~Adjustable][Variable] Pass-Through -------- -------- Class [A- ] Senior Rate [based on a Notional Amount] ~~Class [A-___] Senior Percentage Interest: ____%~~ ---- Date of Pooling and Servicing [Percentage Interest: %] ------ Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [~~________________ Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ~~Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [~~________________ Class [A- ] Certificates: ---- Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] [Corporation Notional Amount] of this Certificate: $[Assumed Final $ ] -------------------------- Distribution Date: CUSIP _______~~_______] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ - ---------- ---------------- MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [~~the~~ The [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate ~~stated principal balance~~ Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the ~~uncertificated remic regular interests~~ Uncertificated REMIC Regular Interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] [As described above, no transfer of this Class A-__ Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxy authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer or the Company from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer or the Company to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______________~~--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [~~______________~~--------------] [~~______________~~--------------] MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [A-___] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that _____________ is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (Hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [the [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate stated ~~principal balance~~ Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the uncertificated ~~remic~~ REMIC regular interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxx authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2004-S7 Trust)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 105 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [ %][~~____] [____]% [Adjustable] [Variable~~Adjustable][Variable] Pass-Through -------- -------- Class [A- ] Senior Rate [based on a Notional Amount] ~~Class [A-___] Senior Percentage Interest: ____%~~ ---- Date of Pooling and Servicing [Percentage Interest: %] ------ Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ~~Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [~~________________ Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ~~Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [~~________________ Class [A- ] Certificates: ---- Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] [Corporation Notional Amount] of this Certificate: $[Assumed Final $ ] -------------------------- Distribution Date: CUSIP _______~~_______] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ - ---------- ---------------- MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [~~interest only~~Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and _______________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the ~~agreement~~Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately following (the "~~distribution date~~Distribution Date"), commencing as described in the ~~agreement~~Agreement, to the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered at the close of business on the last day (or if such last day is not a ~~business day~~Business Day, the ~~business day~~ Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "~~record date~~Record Date"), from the ~~available distribution amount~~ Available Distribution Amount in an amount equal to the product of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate and the amount [(of interest and principal, if any)] required to be distributed to ~~holders~~ Holders of Class A- ~~certificates~~ Certificates on such ~~distribution date~~Distribution Date. [~~the~~ The [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~ Notional Amount of the [~~interest only~~Interest Only/Class A-vV] ~~certificates~~ Certificates as of any date of determination is equal to the aggregate ~~stated principal balance~~ Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans corresponding to the ~~uncertificated remic regular interests~~ Uncertificated REMIC Regular Interests represented by such [~~interest only~~Interest Only/Class A-vV] ~~certificates~~Certificates.] Distributions on this ~~certificate~~ Certificate will be made either by the ~~master servicer~~ Master Servicer acting on behalf of the ~~trustee~~ Trustee or by a ~~paying agent~~ Paying Agent appointed by the ~~trustee~~ Trustee in immediately available funds (by wire transfer or otherwise) for the account of the ~~person~~ Person entitled thereto if such ~~person~~ Person shall have so notified the ~~master servicer~~ Master Servicer or such ~~paying agent~~Paying Agent, or by check mailed to the address of the ~~person~~ Person entitled thereto, as such name and address shall appear on the ~~certificate register~~Certificate Register. Notwithstanding the above, the final distribution on this ~~certificate~~ Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this ~~certificate~~ Certificate at the office or agency appointed by the ~~trustee~~ Trustee for that purpose in the ~~city~~ City and ~~state~~ State of New York. The [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-vV] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate is set forth above.] [~~the certificate principal balance~~ The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any ~~realized losses~~ Realized Losses allocable hereto.] [As described above, no transfer of this Class A-__ Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This ~~certificate~~ Certificate is one of a duly authorized issue of ~~certificates~~ Certificates issued in several ~~classes~~ Classes designated as ~~mortgage pass~~Mortgage Pass-~~through certificates~~ Through Certificates of the ~~series~~ Series specified hereon (herein collectively called the "~~certificates~~Certificates"). The ~~certificates~~ Certificates are limited in right of payment to certain collections and recoveries respecting the ~~mortgage loans~~Mortgage Loans, all as more specifically set forth herein and in the ~~agreement~~Agreement. In the event ~~master servicer~~ Master Servicer funds are advanced with respect to any ~~mortgage loan~~Mortgage Loan, such advance is reimbursable to the ~~master servicer~~Master Servicer, to the extent provided in the ~~agreement~~Agreement, from related recoveries on such ~~mortgage loan~~ Mortgage Loan or from other cash that would have been distributable to ~~certificateholders~~Certificateholders. As provided in the ~~agreement~~Agreement, withdrawals from the ~~custodial account~~ Custodial Account and/or the ~~certificate account~~ Certificate Account created for the benefit of ~~certificateholders~~ Certificateholders may be made by the ~~master servicer~~ Master Servicer from time to time for purposes other than distributions to ~~certificateholders~~Certificateholders, such purposes including without limitation reimbursement to the ~~company~~ Company and the ~~master servicer~~ Master Servicer of advances made, or certain expenses incurred, by either of them. The ~~agreement~~ Agreement permits, with certain exceptions therein provided, the amendment of the ~~agreement~~ Agreement and the modification of the rights and obligations of the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee and the rights of the ~~certificateholders~~ Certificateholders under the ~~agreement~~ Agreement at any time by the ~~company~~Company, the ~~master servicer~~ Master Servicer and the ~~trustee~~ Trustee with the consent of the ~~holders~~ Holders of ~~certificates~~ Certificates evidencing in the aggregate not less than 66% of the ~~percentage interests~~ Percentage Interests of each ~~class~~ Class of ~~certificates~~ Certificates affected thereby. Any such consent by the ~~holder~~ Holder of this ~~certificate~~ Certificate shall be conclusive and binding on such ~~holder~~ Holder and upon all future holders of this ~~certificate~~ Certificate and of any ~~certificate~~ Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the ~~certificate~~Certificate. The ~~agreement~~ Agreement also permits the amendment thereof in certain circumstances without the consent of the ~~holders~~ Holders of any of the ~~certificates~~ Certificates and, in certain additional circumstances, without the consent of the ~~holders~~ Holders of certain ~~classes~~ Classes of ~~certificates~~Certificates. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, the transfer of this ~~certificate~~ Certificate is registrable in the ~~certificate register~~ Certificate Register upon surrender of this ~~certificate~~ Certificate for registration of transfer at the offices or agencies appointed by the ~~trustee~~ Trustee in the ~~city~~ City and ~~state~~ State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar duly executed by the ~~holder~~ Holder hereof or such ~~holder~~Holder's ~~attorney duly~~ attornex xxxx authorized in writing, and thereupon one or more new ~~certificates~~ Certificates of authorized denominations evidencing the same ~~class~~ Class and aggregate ~~percentage interest~~ Percentage Interest will be issued to the designated transferee or transferees. The ~~certificates~~ Certificates are issuable only as registered ~~certificates~~ Certificates without coupons in ~~classes~~ Classes and in denominations specified in the ~~agreement~~Agreement. As provided in the ~~agreement~~ Agreement and subject to certain limitations therein set forth, ~~certificates~~ Certificates are exchangeable for new ~~certificates~~ Certificates of authorized denominations evidencing the same Class and aggregate ~~percentage interest~~Percentage Interest, as requested by the ~~holder~~ Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the ~~trustee~~ Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee and the ~~certificate registrar~~ Certificate Registrar and any agent of the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or the ~~certificate registrar~~ Certificate Registrar may treat the ~~person~~ Person in whose name this ~~certificate~~ Certificate is registered as the owner hereof for all purposes, and neither the ~~company~~Company, the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee nor any such agent shall be affected by notice to the contrary. This ~~certificate~~ Certificate shall be governed by and construed in accordance with the laws of the ~~state~~ State of New York. The obligations created by the ~~agreement~~ Agreement in respect of the ~~certificates~~ Certificates and the ~~trust fund~~ Trust Fund created thereby shall terminate upon the payment to ~~certificateholders~~ Certificateholders of all amounts held by or on behalf of the ~~trustee~~ Trustee and required to be paid to them pursuant to the ~~agreement~~ Agreement following the earlier of (i) the maturity or other liquidation of the last ~~mortgage loan~~ Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any ~~mortgage loan~~ Mortgage Loan and (ii) the purchase by the ~~master servicer~~ Master Servicer or the Company from the ~~trust fund~~ Trust Fund of all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of such ~~mortgage loans~~Mortgage Loans, thereby effecting early retirement of the ~~certificates~~Certificates. The ~~agreement~~ Agreement permits, but does not require, the ~~master servicer~~ Master Servicer or the Company to (i) purchase at a price determined as provided in the ~~agreement~~ Agreement all remaining ~~mortgage loans~~ Mortgage Loans and all property acquired in respect of any ~~mortgage loan~~ Mortgage Loan or (ii) purchase in whole, but not in part, all of the ~~certificates~~ Certificates from the ~~holders~~ Holders thereof; provided, that any such option may only be exercised if the ~~pool stated principal balance~~ Pool Stated Principal Balance of the ~~mortgage loans~~ Mortgage Loans as of the ~~distribution date~~ Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the ~~cut~~Cut-off ~~date principal balance~~ Date Principal Balance of the ~~mortgage loans~~Mortgage Loans. Reference is hereby made to the further provisions of this ~~certificate~~ Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the ~~certificate registrar~~Certificate Registrar, by manual signature, this ~~certificate~~ Certificate shall not be entitled to any benefit under the ~~agreement~~ Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. ~~108~~ 104 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. ._________ [_______%][Adjustable][Variable] Pass-Through Class [A-____~~]% [Adjustable~~_] ~~[Variable] Pass-Through~~ Senior Rate [based on a Notional Amount] Date of Pooling and Servicing [Percentage Interest: ________%] Agreement and Cut-off Date: Aggregate Initial [Certificate Principal ________________ Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the ________________ Class [A-___] ~~Senior Percentage Interest~~Certificates: ~~____% Date of Pooling and Servicing Agreement and Aggregate Initial~~ Master Servicer: [Initial] [Certificate Principal ~~Cut-off Date:~~ Residential Funding Balance] [Interest Only/Class A-V] [Subclass] Corporation Notional [Amount] of this Certificate: Assumed Final $ ___________________________] ~~Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First~~ Distribution Date: ~~[Initial] [Certificate Principal Balance] [~~______________ CUSIP _~~] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[~~______- __________~~____] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]~~ _ MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To to the Class [~~A-___~~A- ] ~~certificates~~ Certificates with respect to a ~~trust fund Consisting~~ Trust Fund consisting primarily of a pool of conventional one- to ~~Four~~four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this ~~certificate~~ Certificate nor the underlying ~~mortgage loans~~ Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by ~~residential funding mortgage securities~~ Residential Funding Mortgage Securities I, ~~inc.~~Inc., the ~~master servicer~~Master Servicer, the ~~trustee~~ Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the ~~company~~Company, the ~~master servicer~~Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the ~~certificates~~Certificates. This certifies that is the registered owner of the ~~percentage interest~~ Percentage Interest evidenced by this ~~certificate~~ Certificate [(obtained by dividing the [~~initial certificate principal balance~~Initial Certificate Principal Balance] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amount~~Notional Amount] of this ~~certificate~~ Certificate by the aggregate [~~initial certificate principal balance~~ Initial Certificate Principal Balance of all Class A- ~~certificates~~Certificates] [~~initial~~ Initial [~~interest only~~Interest Only/Class A-V] ~~notional amounts~~ Notional Amounts of all [interest only/Class Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest onlyInterest Only/Class A-vV] ~~notional amount of the [interest only/Class A-v~~Certificates], both as specified above)] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of certain distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to ~~any mortgage loan, such advance is reimbursable~~ the Trust Fund consisting primarily of an interest in a pool of conventional one- to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage four-family fixed interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining rate first mortgage loans (the "Mortgage Loans"), formed and ~~all property acquired in respect of such mortgage loans~~sold by Residential Funding Mortgage Securities I, ~~thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to~~ Inc. (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose.hereinafter called the

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Common use of Allocation of Voting Rights Clause in Contracts