EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2006
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
Mortgage Pass-Through Certificates
Series 2006-S11
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...............................................................3
Section 1.01
Definitions.......................................................3
Section 1.02
Use of Words and Phrases.........................................12
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.............................................................13
Section 2.01
Conveyance of Mortgage Loans.
(See Section 2.01 of the
Standard Terms)..................................................13
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard
Terms)...........................................................13
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer and the Company.........................................13
Section 2.04
Representations and Warranties of Residential Funding.
(See
Section 2.04 of the Standard Terms)..............................15
Section 2.05
Execution and Authentication of Class R Certificates.............15
Section 2.06
[RESERVED].......................................................16
Section 2.07
[RESERVED].......................................................16
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the
Standard Terms)..................................................16
Section 2.09
Agreement Regarding Ability to Disclose..........................16
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................17
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of
the Standard Terms)..............................................17
Section 3.02
Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations......................................................17
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard
Terms)...........................................................18
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the
Standard Terms)..................................................18
Section 3.05
No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
(See Section 3.05 of the Standard
Terms)...........................................................18
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee.
(See Section 3.06 of the Standard Terms)...............18
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(See Section 3.07 of the Standard Terms).....18
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section
3.08 of the Standard Terms)......................................18
Section 3.09
Access to Certain Documentation and Information Regarding
the Mortgage Loans.
(See Section 3.09 of the Standard Terms)....18
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See
Section 3.10 of the Standard Terms)..............................18
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See Section 3.11 of the Standard Terms)............18
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(See Section 3.12 of the Standard Terms)..............18
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(See Section
3.13 of the Standard Terms)......................................18
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section
3.14 of the Standard Terms)......................................18
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See
Section 3.15 of the Standard Terms)..............................18
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard Terms).........................18
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17
of the Standard Terms)...........................................18
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the
Standard Terms)..................................................19
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard Terms).........................19
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard Terms).........................19
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the
Standard Terms)..................................................19
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)......19
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................20
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard
Terms)...........................................................20
Section 4.02
Distributions....................................................20
Section 4.03
Statements to Certificateholders; Statements to Rating
Agencies; Exchange Act Reporting.
(See Section 4.03 of the
Standard Terms and Exhibit Three hereto).........................28
Section 4.04
Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(See Section 4.04 of the
Standard Terms)..................................................28
Section 4.05
Allocation of Realized Losses....................................28
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property.
(See Section 4.06 of the Standard Terms)..............29
Section 4.07
Optional Purchase of Defaulted Mortgage Loans.
(See Section
4.07 of the Standard Terms)......................................29
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)...........29
ARTICLE V
THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS)...................30
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD
TERMS)...................................................................31
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)..........................32
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)..........33
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES (SEE ARTICLE
IX OF THE STANDARD
TERMS)................................................34
ARTICLE X
REMIC
PROVISIONS.........................................................35
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard
Terms)...........................................................35
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard Terms)......35
Section 10.03
Designation of REMIC(s)..........................................35
Section 10.04
Distributions on the Uncertificated Class A-V REMIC Regular
Interests........................................................35
Section 10.05
Compliance with Withholding Requirements.........................36
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................37
Section 11.01
Amendment.
(See Section 11.01 of the Standard Terms)............37
Section 11.02
Recordation of Agreement, Counterparts.
(See Section 11.02
of the Standard Terms)...........................................37
Section 11.03
Limitation on Rights of Certificateholders.
(See Section
11.03 of the Standard Terms).....................................37
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms).......37
Section 11.05
Notices..........................................................37
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See
Section 11.06 of the Standard Terms).............................38
Section 11.07
Severability of Provisions.
(See Section 11.07 of the
Standard Terms)..................................................38
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section
11.08 of the Standard Terms).....................................38
Section 11.09
Allocation of Voting Rights......................................38
Section 11.10
No Petition.
(See Section 11.10 of the Standard Terms)..........38
ARTICLE XII
COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF THE STANDARD
TERMS)...................................................................39
EXHIBITS
Exhibit One:
Mortgage Loan Schedule (Available from the Company upon request.)
Exhibit Two:
Schedule of Discount Fractions (Available from the Company upon
request.)
Exhibit Three:
Information to be Included in Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing Agreement dated as of
November 1, 2006
This is a Series Supplement,
dated as of November 1, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of November 1, 2006 and
attached
as Exhibit
Four
hereto
(the
"Standard
Terms"
and,
together
with this
Series
Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL FUNDING
MORTGAGE
SECURITIES
I, INC., as the company
(together
with its
permitted
successors
and
assigns, the "Company"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer (together with
its
permitted
successors
and
assigns,
the
"Master
Servicer"),
and U.S.
BANK
NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company
intends to sell Mortgage
Pass-Through
Certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence
the entire
beneficial
ownership
interest in the Trust Fund.
As provided
herein,
the REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
described
in the
definition
of Trust Fund,
and subject to this
Agreement
(including
the
Mortgage
Loans but excluding the Initial
Monthly
Payment Fund),
as a real estate
mortgage
investment conduit (the "REMIC") for federal income tax purposes.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full
herein.
If any term or provision
contained
herein shall
conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the
terms and
provisions
of this
Series
Supplement
shall
govern.
Any
cross-reference
to a
section of the
Pooling
and
Servicing
Agreement,
to the
extent the terms of the
Standard
Terms
and
Series
Supplement
conflict
with
respect
to
that
section,
shall
be
a
cross-reference
to the related section of the Series
Supplement.
All capitalized
terms not
otherwise
defined
herein
shall
have the
meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
the Series Supplement.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
UGAGGREGATE
INITIAL
CERTIFICATE
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P/FITCH
DENOMINATIONS(2)
Class A-1
6.00%
$563,000,000
Senior//Fixed Rate
November 2036
AAA/AAA
$100,000.00
Class A-2
6.00%
$24,931,000
Senior/Fixed Rate
November 2036
AAA/AAA
$100,000.00
Class A-3
6.00%
$4,643,000
Senior /Fixed Rate
November 2036
AAA/AAA
$100,000.00
Class A-4
6.00%
$7,393,000
Senior/Lockout/Fixed Rate
November 2036
AAA/AAA
$100,000.00
Class A-P
0.00%
$1,448,359
Senior/Principal Only
November 2036
AAA/AAA
$100,000.00
Class A-V
Variable
Notional
Senior/Interest
November 2036
AAA/AAA
$2,000,000.00
Rate
Only/Variable Rate
Class R
6.00%
$100.00
Senior/Residual/Fixed Rate
November 2036
AAA/AAA
(3)
Class M-1
6.00%
$11,841,000
Mezzanine/Fixed Rate
November 2036
NA/AA
$100,000.00
Class M-2
6.00%
$3,739,300
Mezzanine/Fixed Rate
November 2036
NA/A
$250,000.00
Class M-3
6.00%
$2,492,900
Mezzanine/Fixed Rate
November 2036
NA/BBB
$250,000.00
Class B-1
6.00%
$1,246,500
Subordinate/Fixed Rate
November 2036
NA/BB
$250,000.00
Class B-2
6.00%
$1,246,500
Subordinate/Fixed Rate
November 2036
NA/B
$250,000.00
Class B-3
6.00%
$1,246,462
Subordinate/Fixed Rate
November 2036
NA/NA
$250,000.00
___________________
(1)
The Certificates,
other than the Class B and Class R Certificates shall be
Book-Entry
Certificates.
The
Class
B
Certificates
and
the
Class
R
Certificates shall be delivered to the holders thereof in physical
form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess
thereof,
except that one
Certificate
of any of the Class B-1,
Class B-2 and Class B-3
Certificates
that
contain an uneven
multiple of
$1,000
shall be issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth
above and such uneven
multiple
for such
Class or the sum of such denomination and an integral multiple of
$1,000.
(3)
The Class R Certificates shall be issuable in minimum
denominations of not
less than a 20% Percentage Interest;
provided,
however,
that one Class R
Certificate will be issuable to Residential Funding as "tax matters
person"
pursuant to Section 10.01(c) and (e) in a minimum denomination
representing
a Percentage Interest of not less than 0.01%
The
Mortgage
Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$623,228,120.94.
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Bankruptcy
Amount: As of any date of determination
prior to the first anniversary of
the
Cut-off
Date,
an amount
equal to the
excess,
if any,
of (A)
$226,138
over (B) the
aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in
accordance
with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off Date, an amount equal to the
excess, if any, of
(1)
the lesser of (a) the
Bankruptcy
Amount
calculated as of the close of
business on the Business Day immediately
preceding the most recent anniversary of the
Cut-off Date
coinciding
with or preceding
such date of
determination
(or, if such
date of
determination
is an
anniversary
of the
Cut-off
Date,
the
Business
Day
immediately
preceding such date of
determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A)
the greater of (i) 0.0006 times the aggregate
principal
balance
of all the Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary
(other than Additional
Collateral Loans, if any) having a Loan-to-Value
Ratio
at origination which exceeds 75% and (ii) $226,138; and
(B)
the
greater
of (i) the
product
of (x) an amount
equal to the
largest
difference
in
the
related
Monthly
Payment
for
any
Non-Primary
Residence
Loan
remaining
in
the
Mortgage
Pool
(other
than
Additional
Collateral Loans, if any) which had an original
Loan-to-Value
Ratio of 80% or
greater
that would
result if the Net
Mortgage
Rate thereof was equal to the
weighted
average
(based on the principal
balance of the Mortgage Loans as of
the Relevant
Anniversary)
of the Net Mortgage
Rates of all Mortgage Loans as
of the
Relevant
Anniversary
less 1.25% per annum,
(y) a number equal to the
weighted
average
remaining term to maturity,
in months,
of all
Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans
remaining
in the
Mortgage
Pool
divided by the total
number of
Outstanding
Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary,
and (ii)
$226,138,
over
(2)
the aggregate amount of Bankruptcy Losses allocated solely to one
or
more specific Classes of Certificates in accordance with Section
4.05 since the
Relevant Anniversary.
The
Bankruptcy
Amount may be
further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Business
Day:
Any day other than (i) a
Saturday
or a Sunday or (ii) a day on which
banking
institutions
in the
State
of New
York,
the
State
of
Michigan,
the
State
of
California,
the State of Illinois or the City of St.
Paul,
Minnesota
(and such other state
or states in which the Custodial
Account or the Certificate
Account are at the time located)
are required or authorized by law or executive order to be closed.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section 4.01 of the Standard
Terms,
which shall be entitled "U.S.
Bank National
Association,
as trustee,
in trust for the registered holders of Residential Funding Mortgage
Securities I, Inc.,
Mortgage
Pass-Through
Certificates,
Series 2006-S11" and which must be
an Eligible Account.
Class A
Certificate:
Any one of the Class
A-1,
Class A-2,
Class
A-3,
Class A-4,
Class
A-P or Class
A-V
Certificates,
executed
by the
Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-P Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class R Certificate:
Any one of the Class R Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard
Terms as Exhibit D and
evidencing
an interest
designated
as a "residual
interest"
in the
related REMIC for purposes of the REMIC Provisions.
Closing Date:
November 29, 2006.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time
its
corporate
trust
business
with
respect
to this
Agreement
shall be
administered,
which office at the date of the execution of this
Agreement is located at U.S.
Bank National
Association,
EP-MN-WS3D,
60 Livingston
Avenue,
St. Paul,
Minnesota
55107,
Attention: Structured Finance/RFMSI 2006-S11.
Cut-off Date:
November 1, 2006.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to such Distribution Date.
Discount Net Mortgage Rate:
6.00% per annum.
Due
Period:
With
respect
to each
Distribution
Date and any
Mortgage
Loan,
the
calendar month of such Distribution Date.
Eligible
Funds:
On any
Distribution
Date,
the portion,
if any, of the
Available
Distribution
Amount
remaining
after
reduction
by the sum of (i) the
aggregate
amount of
Accrued
Certificate
Interest
on
the
Senior
Certificates,
(ii)
the
Senior
Principal
Distribution
Amount (determined
without regard to Section
4.02(a)(ii)(Y)(D)
of this Series
Supplement),
(iii) the Class A-P Principal
Distribution Amount (determined without regard to
Section
4.02(b)(i)(E)
of this Series
Supplement)
and (iv) the aggregate
amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Fraud Loss Amount:
As of any date of determination
after the Cut-off Date, an amount
equal to: (X) prior to the first
anniversary
of the Cut-off
Date,
an amount equal to 3.00%
of the
aggregate
outstanding
principal
balance
of all of
the
Mortgage
Loans
as of the
Cut-off
Date
minus the
aggregate
amount of Fraud
Losses
allocated
solely to one or more
specific
Classes of Certificates
in accordance
with Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of determination,
(Y) prior to the second
anniversary
of the Cut-off Date, an amount equal to 2.00% of the aggregate
outstanding
principal balance
of all of the
Mortgage
Loans as of the
Cut-off
Date
minus the
aggregate
amount of Fraud
Losses
allocated
solely to one or more specific
Classes of
Certificates in accordance with
Section
4.05
of
this
Series
Supplement
since
the
Cut-off
Date
up
to
such
date
of
determination
and (Z) from the third to the fifth
anniversary of the Cut-off Date, an amount
equal to (1) the
lesser of (a) the Fraud Loss
Amount as of the most
recent
anniversary
of
the Cut-off Date and (b) 1.00% of the aggregate
outstanding
principal
balance of all of the
Mortgage
Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates in
accordance with Section 4.05 of this Series
Supplement
since the most recent
anniversary of
the
Cut-off
Date up to such date of
determination.
On and after the fifth
anniversary
of
the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud
Loss
Amount
may be further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Initial
Monthly
Payment
Fund:
$3,708,492
representing
scheduled
principal
amortization
and interest at the Net
Mortgage
Rate during the month of November
2006,
for
those
Mortgage
Loans for which the Trustee
will not be entitled to receive
such payment in
accordance
with the
definition of "Trust Fund".
The Initial
Monthly
Payment Fund will not
be part of any REMIC.
Initial
Notional
Amount:
With
respect to any Class A-V
Certificates
or
Subclass
thereof issued pursuant to Section 5.01(c),
the aggregate
Cut-off Date Principal
Balance of
the
Mortgage
Loans
relating
to
the
Uncertificated
Class
A-V
REMIC
Regular
Interests
corresponding to such Class or Subclass on such date.
Initial
Subordinate
Class
Percentage:
With
respect
to
each
Class
of
related
Subordinate
Certificates,
an
amount
which is equal to the
initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided
by
the
aggregate
Stated
Principal
Balance
of all the
Mortgage
Loans as of the
Cut-off
Date as
follows:
Class M-1:
1.90%
Class B-1: 0.20%
Class M-2:
0.60%
Class B-2: 0.20%
Class M-3:
0.40%
Class B-3: 0.20%
Interest Accrual Period:
With respect to any Certificates and any Distribution
Date,
the calendar month preceding the month in which such Distribution
Date occurs.
Interest
Only
Certificates:
Any one of the Class
A-V
Certificates.
The
Interest
Only Certificates will have no Certificate Principal Balance.
Lockout
Amount:
With
respect
to any
Distribution
Date,
an
amount
equal to the
product of (i) the Lockout
Percentage for that
Distribution
Date, (ii) the Lockout Priority
Percentage
for that
Distribution
Date,
and
(iii)
the
portion
of the
Senior
Principal
Distribution Amount available for distribution pursuant to Section
4.02(b)(ii)(B).
Lockout
Percentage:
With respect to any Distribution Date, a fraction,
expressed as
a percentage,
(i) the numerator of which is the
Certificate
Principal
Balance of the Class
A-4
Certificates
and (ii) the
denominator of which is the aggregate
Certificate
Principal
Balance of the Class A-2, Class A-3 and Class A-4 Certificates.
Lockout
Priority
Percentage:
For
any
Distribution
Date
occurring
prior
to the
Distribution
Date in December 2011, 0%. For any
Distribution
Date occurring after the first
five years
following
the Closing
Date,
a
percentage
determined
as follows:
(i) for any
Distribution
Date
during
the
sixth
year
after
the
Closing
Date,
30%;
(ii)
for
any
Distribution
Date
during
the
seventh
year
after the
Closing
Date,
40%;
(iii) for any
Distribution
Date
during
the
eighth
year
after
the
Closing
Date,
60%;
(iv)
for any
Distribution
Date
during
the
ninth
year
after the
Closing
Date,
80%;
and (v) for any
Distribution Date thereafter, 100%.
Maturity Date: With respect to each Class of Certificates,
the
Distribution
Date in
November 2036, which is the Distribution
Date in the month
immediately
following the latest
scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit One (as
amended
from time to time to reflect the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the
following
information
as to each
Mortgage Loan:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
the Pool Strip Rate ("STRIP");
(g)
the initial
scheduled
monthly
payment of
principal,
if any,
and
interest
("ORIGINAL P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
(k)
a code "T," "BT" or "CT"
under the column "LN
FEATURE,"
indicating
that the
Mortgage Loan is secured by a second or vacation residence; and
(l)
a code "N" under the column "OCCP CODE,"
indicating
that the Mortgage Loan is
secured by a non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set
forth all of the
information required.
Non-Discount Mortgage Loan: The mortgage loans other than the
Discount Mortgage Loans.
Notional
Amount:
As
of
any
Distribution
Date
with
respect
to
any
Class
A-V
Certificates,
an amount
equal to the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or, with respect to the
initial
Distribution
Date,
at the close of
business
on the
Cut-off
Date).
For
federal
income tax purposes,
as of any Distribution
Date, with respect to any Class A-V Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c),
the
aggregate
Stated
Principal
Balance of the Mortgage
Loans
corresponding
to the
Uncertificated
Class A-V REMIC Regular
Interests
corresponding
to such Class or Subclass as of the day
immediately
preceding such
Distribution
Date
(or,
with
respect
to the
initial
Distribution
Date,
at the close of
business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-V
Certificates
and
the
Principal
Only
Certificates),
Class
M
Certificates,
Class
B
Certificates
and Class R
Certificates
and any
Distribution
Date,
the per annum rates set
forth in the
Preliminary
Statement
hereto.
With
respect
to the
Class
A-V
Certificates
(other
than
any
Subclass
thereof)
and
any
Distribution
Date
other
than
the
initial
Distribution
Date, a rate equal to the weighted
average,
expressed as a percentage,
of the
Pool
Strip
Rates
of all
Mortgage
Loans
as of the Due
Date in the
related
Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances of such Mortgage Loans as
of the day
immediately
preceding
such
Distribution
Date.
With
respect
to the Class A-V
Certificates
and the initial
Distribution
Date, the
Pass-Through
Rate is equal to 0.2439%
per annum.
With
respect
to any
Subclass
of Class A-V
Certificates
and any
Distribution
Date,
a rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip
Rates of all
Mortgage
Loans
corresponding
to the
Uncertificated
Class A-V REMIC
Regular
Interests
represented
by
such
Subclass
as of the
Due
Date in the
related
Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances of such Mortgage Loans as
of the day
immediately
preceding
such
Distribution
Date (or with
respect to the
initial
Distribution
Date,
at the
close of
business
on the
Cut-Off
Date).
The
Principal
Only
Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate:
With
respect to each
Mortgage
Loan, a per annum rate equal to the
excess of (a) the Net Mortgage
Rate of such
Mortgage Loan over (b) the Discount Net Mortgage
Rate (but not less than 0.00%) per annum.
Prepayment
Assumption:
A
prepayment
assumption
of
350% of the
prepayment
speed
assumption,
used for
determining
the accrual of original issue discount and market discount
and
premium on the
Certificates
for
federal
income tax
purposes.
The
prepayment
speed
assumption
assumes a constant rate of
prepayment of Mortgage
Loans of 0.2% per annum of the
then
outstanding
principal
balance of such Mortgage Loans in the first month of the life of
the Mortgage
Loans,
increasing
by an
additional
0.2% per annum in each
succeeding
month
until the thirtieth month,
and a constant 6% per annum rate of prepayment
thereafter for the
life of the Mortgage Loans.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates,
under the applicable
circumstances
set forth below, the
respective percentages set forth below:
(i)
For any
Distribution
Date prior to the
Distribution
Date in
December
2011
(unless the Certificate
Principal Balances of the Senior
Certificates
(other
than the Class A-P Certificates) have been reduced to zero), 0%.
(ii)
For any
Distribution
Date for which
clause (i) above does not apply,
and on
which any Class of Subordinate
Certificates is outstanding
with a Certificate
Principal Balance greater than zero:
(a)
in the
case
of
the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and each other
Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a
percentage,
the numerator of which is
the Certificate
Principal Balance of such Class immediately prior to such date
and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution
Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate
Certificates
for
which the Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii)
Notwithstanding the foregoing,
if the application of the foregoing percentages
on any Distribution
Date as provided in Section 4.02 of this Series Supplement
(determined
without
regard to the proviso to the
definition of
"Subordinate
Principal
Distribution
Amount") would result in a distribution
in respect of
principal
of any Class or Classes
of
Subordinate
Certificates
in an amount
greater than the
remaining
Certificate
Principal
Balance
thereof (any such
class, a "Maturing Class"),
then: (a) the Prepayment
Distribution
Percentage
of each
Maturing
Class
shall be reduced
to a level
that,
when
applied as
described
above,
would exactly reduce the
Certificate
Principal
Balance of
such Class to zero;
(b) the Prepayment
Distribution
Percentage of each other
Class of
Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class")
shall be
recalculated
in accordance
with the
provisions
in paragraph
(ii)
above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced
to
zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions
in
the
Prepayment
Distribution
Percentages of the Maturing Class or Classes
pursuant to clause
(a) of this sentence,
expressed as an aggregate percentage, shall be allocated
among the Non-Maturing
Classes in proportion to their respective
Recalculated
Percentages
(the
portion of such
aggregate
reduction
so
allocated
to any
Non-Maturing Class, the "Adjustment Percentage");
and (d) for purposes of such
Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above
as if the
Certificate
Principal
Balance of each Maturing
Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Principal Only Certificates:
Any one of the Class A-P Certificates.
Record Date: With respect to each
Distribution
Date and each Class of
Certificates,
the close of
business
on the last
Business
Day of the month
next
preceding
the month in
which the related Distribution Date occurs.
Senior
Certificate:
Any one of the
Class A
Certificates
or Class R
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A and Exhibit D,
respectively.
Senior
Percentage:
As of any
Distribution
Date, the lesser of 100% and a fraction,
expressed as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Senior Certificates
(other than the Class A-P Certificates)
immediately prior
to such
Distribution
Date and the
denominator
of which is the aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or
related
REO
Properties)
(other than the related
Discount
Fraction of each Discount
Mortgage
Loan)
immediately
prior to such
Distribution
Date.
Senior Principal
Distribution
Amount: As to any Distribution Date, the lesser of (a)
the balance of the Available
Distribution
Amount
remaining
after the
distribution
of all
amounts required to be distributed
pursuant to Section 4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any amount
distributable
pursuant to Section
4.02(b)(i)(E)) (or, on or after the
Credit
Support
Depletion
Date,
the
amount
required
to be
distributed
to the Class A-P
Certificateholders
pursuant to Section
4.02(c))
and (b) the sum of the amounts
required to
be
distributed
to the
Senior
Certificateholders
on such
Distribution
Date
pursuant
to
Section 4.02(a)(ii)(Y).
Special
Hazard
Amount:
As of any
Distribution
Date, an amount equal to $6,232,281
minus the sum of (i) the aggregate
amount of Special
Hazard Losses
allocated
solely to one
or more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 of this Series
Supplement
and (ii) the
Adjustment
Amount (as defined
below) as most recently
calculated.
For
each
anniversary
of the
Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated
in accordance
with the
preceding
sentence
(without
giving
effect to the
deduction
of the
Adjustment
Amount
for such
anniversary)
exceeds the
greater of (A) the
greatest of (i) twice the
outstanding
principal
balance of
the Mortgage
Loan in the Trust Fund which has the largest
outstanding
principal
balance on
the
Distribution
Date
immediately
preceding
such
anniversary,
(ii) the product of 1.00%
multiplied by the
outstanding
principal
balance of all Mortgage
Loans on the
Distribution
Date
immediately
preceding such
anniversary and (iii) the aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of the
Mortgage
Loans in any
single
five-digit
California
zip code area with the
largest
amount of
Mortgage
Loans by
aggregate
principal
balance as of such anniversary and (B) the greater of (i) the
product of
0.50%
multiplied
by
the
outstanding
principal
balance
of
all
Mortgage
Loans
on
the
Distribution
Date
immediately
preceding
such
anniversary
multiplied
by a fraction,
the
numerator
of which
is
equal
to the
aggregate
outstanding
principal
balance
(as of the
immediately
preceding
Distribution
Date) of all of the Mortgage
Loans secured by Mortgaged
Properties located in the State of California divided by the
aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of all of the Mortgage
Loans,
expressed as a percentage,
and the
denominator of which is equal to 29.5% (which
percentage
is equal to the
percentage
of
Mortgage
Loans
initially
secured by
Mortgaged
Properties
located in the State of California) and (ii) the aggregate
outstanding
principal balance (as
of the
immediately
preceding
Distribution
Date) of the largest
Mortgage Loan secured by a
Mortgaged Property located in the State of California.
The Special
Hazard Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner
in which
coverage
is
reduced)
provided
that
prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and
each Class of
Subordinate
Certificates,
(a) the sum of (i) the
product of (x) the
related
Subordinate
Class
Percentage for such Class and (y) the aggregate of the amounts
calculated
for such
Distribution
Date under
clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A)
of
this Series
Supplement
(without
giving effect to the Senior
Percentage)
to the extent not
payable
to
the
Senior
Certificates;
(ii)
such
Class's
pro
rata
share,
based
on the
Certificate Principal Balance of each Class of Subordinate
Certificates then outstanding,
of
the
principal
collections
described
in
Section
4.02(a)(ii)(Y)(B)(b)
of
this
Series
Supplement
(without giving effect to the Senior Accelerated
Distribution
Percentage) to the
extent such collections are not otherwise
distributed to the Senior
Certificates;
(iii) the
product of (x) the related
Prepayment
Distribution
Percentage
and (y) the aggregate of all
Principal
Prepayments
in Full
received in the related
Prepayment
Period and
Curtailments
received in the preceding
calendar
month (other than the related
Discount
Fraction of such
Principal
Prepayments in Full and Curtailments
with respect to a Discount
Mortgage Loan) to
the
extent
not
payable
to the
Senior
Certificates;
(iv) if such
Class is the
Class of
Subordinate
Certificates with the Highest Priority,
any Excess Subordinate
Principal Amount
for such
Distribution
Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as
determined for any previous
Distribution
Date, that remain
undistributed to the extent that
such amounts are not
attributable
to Realized Losses which have been allocated to a Class of
Subordinate
Certificates
minus (b) the sum of (i) with
respect to the Class of
Subordinate
Certificates
with the Lowest
Priority,
any
Excess
Subordinate
Principal
Amount for such
Distribution
Date; and (ii) the
Capitalization
Reimbursement
Amount for such
Distribution
Date, other than the related
Discount
Fraction of any portion of that amount related to each
Discount
Mortgage Loan,
multiplied by a fraction,
the numerator of which is the Subordinate
Principal
Distribution
Amount for such Class of
Subordinate
Certificates,
without
giving
effect
to this
clause
(b)(ii),
and the
denominator
of which is the sum of the
principal
distribution
amounts for all Classes of Certificates
other than the Class A-P
Certificates,
without giving effect to any reductions for the Capitalization
Reimbursement Amount.
Trust Fund:
The segregated pool of assets consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such
Mortgage Loans,
(ii)
all payments on and
collections in respect of the Mortgage Loans due after the
Cut-off
Date
(other
than
Monthly
Payments
due in the month of the Cut-off
Date) as shall be on deposit
in the
Custodial
Account or in the
Certificate
Account
and
identified
as
belonging
to the
Trust
Fund but not
including
amounts on deposit in the Initial Monthly Payment Fund,
(iii)
property
that
secured
a
Mortgage
Loan and that has been
acquired
for the
benefit
of
the
Certificateholders
by
foreclosure
or
deed
in
lieu
of
foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any,
(v)
the Initial Monthly Payment Fund, and
(vi)
all proceeds of clauses (i) through (vi) above.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, as to each
Uncertificated
Class A-V REMIC Regular
Interest,
an amount equal to the aggregate amount of
Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the
related
classes of
Certificates
if the
Pass-Through
Rate on such
Classes were equal
to the related
Uncertificated
Class A-V REMIC
Pass-Through
Rate and the notional amount of
such
uncertificated
interest were equal to the
related
Uncertificated
Class A-V REMIC
Notional
Amount,
and any reduction in the amount of
Accrued
Certificate
Interest
resulting
from
the
allocation
of
Prepayment
Interest Shortfalls,
Realized Losses or other
amounts to the Class A-V Certificateholders
pursuant to Section
4.05
hereof
shall be
allocated
to the
Uncertificated
Class
A-V
REMIC
Regular Interests
pro rata in
accordance
with the
amount of interest
accrued
with respect to each related Uncertificated REMIC Notional Amount
and such Distribution Date.
Uncertificated
Class A-V REMIC Notional Amount:
With respect to each
Uncertificated
Class A-V REMIC Regular Interest, the Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
Class
A-V
REMIC
Pass-Through
Rate:
With
respect
to
each
Uncertificated
Class A-V REMIC
Regular
Interest,
a per annum
rate equal to the Pool Strip
Rate with respect to the related Mortgage Loan.
Uncertificated
Class A-V REMIC Regular Interest
Distribution
Amounts:
With respect
to
any
Distribution
Date,
the
sum
of
the
amounts
deemed
to
be
distributed
on
the
Uncertificated
Class A-V REMIC
Regular
Interests
for such
Distribution
Date
pursuant to
Section 4.08(a).
Uncertificated
Class A-V REMIC Regular
Interests:
The 1161
uncertificated
partial
undivided
beneficial
ownership interests in the Trust Fund, numbered
sequentially from 1 to
1161,
each relating to the
particular
Non-Discount
Mortgage Loan
identified by sequential
number on the
Mortgage
Loan
Schedule,
each having no principal
balance,
and each bearing
interest
at the
respective
Pool Strip Rate on the Stated
Principal
Balance of the related
Mortgage Loan.
Section 1.02
Use of Words and Phrases.
"Herein," "hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter" and other
equivalent
words refer to the Pooling and
Servicing
Agreement
as a whole.
All
references
herein to Articles,
Sections or Subsections shall mean the corresponding
Articles,
Sections
and
Subsections
in the Pooling and Servicing
Agreement.
The
definitions
set forth herein
include both the singular and the plural.
References in the Pooling and Servicing
Agreement to "interest" on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans,
amounts in respect
profit payments and acquisition payments, respectively.
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(See Section 2.01 of the Standard Terms)
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company.
(a)
For
representations,
warranties
and
covenants
of
the
Master
Servicer,
see
Section 2.03(a) of the Standard Terms.
(b)
The
Company
hereby
represents
and
warrants
to the
Trustee
for the
benefit
of
Certificateholders
that as of the Closing Date (or, if otherwise
specified
below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so
Delinquent
more than once in
the 12-month period prior to the Cut-off Date;
(ii)
The
information set forth in Exhibit One hereto with respect to each
Mortgage Loan or
the Mortgage Loans,
as the case may be, is true and correct in all material
respects
at the date or dates respecting which such information is
furnished;
(iii)
The
Mortgage
Loans are
fully-amortizing
(subject
to
interest
only
periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly Payments due, with respect
to a
majority
of the
Mortgage
Loans,
on the first day of each
month and terms to
maturity at origination or modification of not more than 30 years;
(iv)
To the best of the Company's
knowledge,
if a Mortgage Loan is secured by a Mortgaged
Property with a
Loan-to-Value
Ratio at
origination
in excess of 80%, such Mortgage
Loan is the subject of a Primary
Insurance
Policy that insures that (a) at least 30%
of
the
Stated
Principal
Balance
of
the
Mortgage
Loan
at
origination
if
the
Loan-to-Value
Ratio is between 95.00% and 90.01%, (b) at least 25% of such
balance if
the
Loan-to-Value
Ratio is between
90.00% and 85.01%,
and (c) at least 12% of such
balance if the
Loan-to-Value
Ratio is between 85.00% and 80.01%.
To the best of the
Company's
knowledge,
each such Primary
Insurance Policy is in full force and effect
and the Trustee is entitled to the benefits thereunder;
(v)
The
issuers
of
the
Primary
Insurance
Policies
are
insurance
companies
whose
claims-paying abilities are currently acceptable to each Rating
Agency;
(vi)
No more than 0.6% of the Mortgage Loans by aggregate
Cut-off Date
Principal
Balance
are secured by Mortgaged
Properties
located in any one zip code area in the State of
Virginia
and no more
than
0.5% of the
Mortgage
Loans by
aggregate
Cut-off
Date
Principal
Balance are
secured by
Mortgaged
Properties
located in any one zip code
area outside the State of Virginia;
(vii)
The
improvements
upon the Mortgaged
Properties are insured against loss by fire and
other hazards as required by the Program Guide,
including flood insurance if required
under the National
Flood
Insurance
Act of 1968, as amended.
The Mortgage
requires
the Mortgagor to maintain such casualty insurance at the
Mortgagor's
expense,
and on
the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain
and
maintain
such
insurance
at
the
Mortgagor's
expense
and
to
seek
reimbursement
therefore from the Mortgagor;
(viii)
Immediately prior to the assignment of the Mortgage Loans to the
Trustee,
the Company
had good
title to, and was the sole owner of,
each
Mortgage
Loan free and clear of
any pledge,
lien,
encumbrance or security
interest
(other than rights to servicing
and related
compensation)
and such
assignment
validly
transfers
ownership of the
Mortgage
Loans to the Trustee
free and clear of any
pledge,
lien,
encumbrance
or
security interest;
(ix)
No more than 33.99% of the Mortgage Loans by aggregate
Cut-off Date Principal Balance
were underwritten under a reduced loan documentation program;
(x)
Each
Mortgagor
represented
in its loan
application
with
respect
to the
related
Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would
not be an investor
property as of the date of
origination
of such Mortgage Loan. No
Mortgagor is a corporation or a partnership;
(xi)
None of the Mortgage Loans are Buydown Mortgage Loans;
(xii)
Each Mortgage Loan
constitutes a qualified
mortgage under Section
860G(a)(3)(A)
of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
(xiii)
A policy of title
insurance was effective as of the closing of each Mortgage Loan and
is valid and
binding
and
remains in full
force and
effect,
unless the
Mortgaged
Properties
are located in the State of Iowa and an
attorney's
certificate
has been
provided as described in the Program Guide;
(xiv)
Except with respect to approximately
0.2% of the Mortgage Loans, none of the Mortgage
Loans are Cooperative Loans;
(xv)
Except with respect to approximately
1.7% of the Mortgage Loans, none of the Mortgage
Loans were originated
under a "streamlined"
Mortgage Loan program
(through which no
new or updated appraisals of Mortgaged
Properties are obtained in connection with the
refinancing thereof),
the related Seller has represented that either (a) the value of
the related
Mortgaged
Property as of the date the Mortgage Loan was
originated
was
not less than the appraised
value of such property at the time of
origination of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio of the Mortgage Loan as of
the
date
of
origination
of
the
Mortgage
Loan
generally
meets
the
Company's
underwriting guidelines;
(xvi)
Interest
on
each
Mortgage
Loan
is
calculated
on the
basis
of a
360-day
year
consisting of twelve 30-day months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed
Mortgage
Note; and
(xviii) None of the Mortgage Loans are Pledged Asset Loans or
Additional Collateral Loans.
It is
understood
and
agreed
that the
representations
and
warranties
set
forth in this
Section
2.03(b) shall survive
delivery of the respective
Custodial
Files to the Trustee or
the Custodian.
Upon
discovery
by any of the
Company,
the Master
Servicer,
the
Trustee,
or the
Custodian of a breach of any of the
representations and warranties set forth in this Section
2.03(b) that materially and adversely affects the interests of the
Certificateholders
in any
Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the
other
parties (any
Custodian
being so
obligated
under a Custodial
Agreement);
provided,
however,
that in the
event of a breach
of the
representation
and
warranty
set
forth in
Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five
days of
discovery.
Within 90 days of its
discovery or its receipt of notice of breach,
the
Company
shall
either (i) cure such breach in all
material
respects or (ii)
purchase
such
Mortgage
Loan from the
Trust
Fund at the
Purchase
Price
and in the
manner
set forth in
Section
2.02;
provided
that the
Company
shall have the option to
substitute
a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within
two years
following
the Closing
Date;
provided
that if the omission or defect would cause
the
Mortgage
Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3)
of the Code,
any such cure or repurchase
must occur within 90 days from the date such breach
was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions
by Residential
Funding.
It is
understood
and
agreed
that the
obligation
of the
Company
to cure
such
breach or to so
purchase or
substitute
for any
Mortgage
Loan as to which such a breach has occurred and is
continuing
shall
constitute
the
sole
remedy
respecting
such
breach
available
to
the
Certificateholders
or the Trustee on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company shall not be required to cure
breaches or purchase or substitute
for
Mortgage
Loans as
provided
in this
Section
2.03(b)
if the
substance
of the breach of a
representation
set forth above also
constitutes
fraud in the
origination
of the
Mortgage
Loan.
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04 of
the Standard Terms)
Section 2.05
Execution and Authentication of Class R Certificates.
The Trustee
acknowledges
the assignment to it of the Mortgage Loans and the delivery
of the
Custodial
Files to it, or any
Custodian
on its
behalf,
subject to any
exceptions
noted,
together
with the
assignment
to it of all other assets
included in the Trust Fund,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery
and in
exchange
therefore,
the
Trustee,
pursuant
to the
written
request of the
Company
executed
by an
officer of the Company has executed and caused to be
authenticated
and
delivered to or upon
the order of the Company the Class R Certificates in authorized
denominations
which evidence
ownership of the entire Trust Fund.
Section 2.06
[RESERVED].
Section 2.07
[RESERVED].
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master
Servicer and the Trustee hereby agree,
notwithstanding
any
other
express or implied
agreement to the
contrary,
that any and all
Persons,
and any of
their respective employees,
representatives,
and other agents may disclose, immediately upon
commencement of discussions,
to any and all Persons,
without limitation of any kind, the tax
treatment
and tax
structure of the
transaction
and all
materials
of any kind
(including
opinions
or
other
tax
analyses)
that are
provided
to any of them
relating
to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and
"tax structure" are defined under Treasury
Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement
of Subservicers' and Sellers' Obligations.
(a)
The Master
Servicer may continue in effect
Subservicing
Agreements
entered into by
Residential
Funding and
Subservicers
prior to the execution and delivery of this Agreement,
and may enter into new
Subservicing
Agreements
with
Subservicers,
for the
servicing
and
administration
of all or some of the Mortgage
Loans.
Each
Subservicer
shall be either (i)
an
institution
the
accounts
of which are insured by the FDIC or (ii)
another
entity that
engages in the business of originating or servicing
mortgage loans,
and in either case shall
be
authorized
to transact
business
in the state or states in which the
related
Mortgaged
Properties it is to service are situated,
if and to the extent
required by applicable law to
enable the
Subservicer
to
perform
its
obligations
hereunder
and under the
Subservicing
Agreement,
and in either case shall be a Freddie
Mac,
Fannie Mae or HUD
approved
mortgage
servicer.
In
addition,
any
Subservicer
of a Mortgage
Loan
insured by the FHA must be an
FHA-approved
servicer,
and any Subservicer of a Mortgage Loan guaranteed by the VA must be
a
VA-approved
servicer.
Each
Subservicer
of a Mortgage Loan shall be entitled to receive and
retain,
as provided in the related
Subservicing
Agreement and in Section 3.07,
the related
Subservicing
Fee from
payments of interest
received on such
Mortgage Loan after payment of
all
amounts
required
to be
remitted
to the Master
Servicer
in respect of such
Mortgage
Loan.
For any Mortgage
Loan that is a
Nonsubserviced
Mortgage
Loan,
the Master
Servicer
shall be
entitled
to
receive
and
retain
an
amount
equal to the
Subservicing
Fee from
payments of interest.
Unless the context
otherwise
requires,
references in this
Agreement
to
actions
taken or to be taken by the Master
Servicer
in
servicing
the
Mortgage
Loans
include
actions
taken or to be taken by a
Subservicer
on
behalf of the
Master
Servicer.
Each Subservicing
Agreement will be upon such terms and conditions as are generally
required
by,
permitted by or
consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the Master
Servicer and the
Subservicer
have agreed;
provided
that,
the
Subservicing
Agreement
between the Master
Servicer
and Wells Fargo,
if any,
will be upon
such terms and
conditions as are consistent
with this
Agreement and as the Master
Servicer
and the
Subservicer
have agreed,
which may not be consistent
with the Program Guide.
With
the approval of the Master Servicer,
a Subservicer may delegate its servicing
obligations to
third-party
servicers,
but
such
Subservicer
will
remain
obligated
under
the
related
Subservicing
Agreement.
The Master
Servicer
and a
Subservicer
may enter into
amendments
thereto or a different form of
Subservicing
Agreement,
and the form referred to or included
in the Program Guide is merely
provided for
information
and shall not be deemed to limit in
any
respect
the
discretion
of the
Master
Servicer
to
modify
or enter
into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments
or different
forms
shall be
consistent
with and not violate the
provisions
of either
this
Agreement
or the
Program Guide in a manner which would
materially
and
adversely
affect the interests of the
Certificateholders.
The
Program
Guide and any other
Subservicing
Agreement
entered
into
between the Master
Servicer and any
Subservicer
shall require the Subservicer to accurately
and fully report its
borrower
credit
files to each of the Credit
Repositories
in a timely
manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No
Contractual
Relationship
Between
Subservicer
and
Trustee
or
Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing
Agreements by Trustee.
(See Section
3.06 of the Standard Terms)
Section 3.07
Collection of Certain
Mortgage Loan Payments;
Deposits to Custodial
Account.
(See Section 3.07 of the Standard Terms)
Section 3.08
Subservicing
Accounts;
Servicing Accounts.
(See Section 3.08 of the Standard
Terms)
Section 3.09
Access to Certain
Documentation and Information
Regarding the Mortgage Loans.
(See Section 3.09 of the Standard Terms)
Section 3.10
Permitted
Withdrawals
from the
Custodial
Account.
(See Section 3.10 of the
Standard Terms)
Section 3.11
Maintenance of the Primary Insurance
Policies;
Collections
Thereunder.
(See
Section 3.11 of the Standard Terms)
Section 3.12
Maintenance
of Fire
Insurance
and
Omissions
and
Fidelity
Coverage.
(See
Section 3.12 of the Standard Terms)
Section 3.13
Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements;
Certain Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization
Upon Defaulted
Mortgage Loans.
(See Section 3.14 of the Standard
Terms)
Section 3.15
Trustee to
Cooperate;
Release of
Custodial
Files.
(See Section 3.15 of the
Standard Terms)
Section 3.16
Servicing and Other Compensation;
Compensating Interest.
(See Section 3.16 of
the Standard Terms)
Section 3.17
Reports to the Trustee
and the
Company.
(See
Section
3.17 of the
Standard
Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual Independent Public
Accountants'
Servicing Report. (See Section 3.19 of
the Standard Terms)
Section 3.20
Rights of the Company in Respect of the Master
Servicer.
(See Section 3.20 of
the Standard Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer on behalf of the Trustee or (y)
the Paying Agent appointed by the Trustee,
shall
distribute
(I) to the Master Servicer or a
sub-servicer,
in the case of a
distribution
pursuant
to Section
4.02(a)(iii)
below,
the
amount
required
to be
distributed
to the Master
Servicer
or a
sub-servicer
pursuant to
Section
4.02(a)(iii)
below,
and
(II) to
each
Certificateholder
of
record
on the
next
preceding
Record
Date
(other
than
as
provided
in
Section
9.01
respecting
the
final
distribution),
either (1) in immediately
available
funds (by wire transfer or otherwise) to
the
account
of
such
Certificateholder
at
a
bank
or
other
entity
having
appropriate
facilities
therefore,
if such
Certificateholder
has so notified the Master Servicer or the
Paying
Agent,
as the case may be, or (2) if such
Certificateholder
has not so notified the
Master
Servicer
or
the
Paying
Agent
by
the
Record
Date,
by
check
mailed
to
such
Certificateholder
at the address of such Holder appearing in the Certificate
Register,
such
Certificateholder's
share (which share (A) with respect to each Class of Certificates
(other
than any
Subclass
of the Class A-V
Certificates),
shall be based on the
aggregate
of the
Percentage
Interests
represented by Certificates of the applicable Class held by such
Holder
or (B) with
respect
to any
Subclass
of the Class A-V
Certificates,
shall be equal to the
amount
(if
any)
distributed
pursuant
to
Section
4.02(a)(i)
below to each
Holder
of a
Subclass
thereof) of the following
amounts,
in the following order of priority
(subject to
the
provisions
of
Section
4.02(b)
below),
in each case to the
extent
of the
Available
Distribution Amount:
(i)
to the Senior
Certificates (other than the Principal Only Certificates) on a pro
rata
basis based on the Accrued
Certificate
Interest
payable on such
Certificates
with
respect to such Distribution
Date,
Accrued
Certificate
Interest on such Classes of
Certificates (or Subclasses,
if any, with respect to the Class A-V
Certificates) for
such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date, except as provided in the last paragraph
of this Section 4.02(a);
(ii)
(X)
to the Class A-P
Certificates,
the
Class A-P
Principal
Distribution
Amount (as defined in Section
4.02(b)(i)
herein),
until the
Certificate
Principal
Balance of the Class A-P Certificates has been reduced to zero; and
(Y)
to
the
Senior
Certificates
(other
than
the
Class
A-P
Certificates),
in the priorities and amounts set forth in Sections 4.02(b)(ii)
through
4.02(d),
the sum of the following
(applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A)
the Senior Percentage for such Distribution Date times the sum of
the following:
(1)
the
principal
portion of each
Monthly
Payment due during the related Due Period on
each
Outstanding
Mortgage
Loan
(other than the related
Discount
Fraction
of
the
principal
portion
of
such
payment
with
respect
to
a
Discount
Mortgage
Loan),
whether
or
not
received
on or
prior
to
the
related
Determination
Date,
minus the
principal
portion of any
Debt Service
Reduction
(other than the related
Discount
Fraction
of the
principal
portion of such Debt
Service
Reductions
with respect to each Discount
Mortgage
Loan)
which
together with other
Bankruptcy
Losses exceeds the
Bankruptcy Amount;
(2)
the Stated
Principal
Balance of any Mortgage Loan
repurchased
during the preceding
calendar
month (or deemed to have been so
repurchased in
accordance
with Section
3.07(b) of the
Standard
Terms)
pursuant
to
Sections
2.02,
2.03,
2.04 or 4.07 and the
amount
of
any
shortfall
deposited
in
the
Custodial
Account in connection
with the
substitution of a Deleted
Mortgage
Loan
pursuant
to Section
2.03 or 2.04
during
the
preceding
calendar
month
(other
than the
related
Discount
Fraction
of such
Stated
Principal
Balance or
shortfall
with respect to each Discount
Mortgage
Loan);
and
(3)
the
principal
portion of all other
unscheduled
collections
(other than
Principal
Prepayments
in
Full
and
Curtailments
and
amounts
received
in
connection
with a Cash
Liquidation
or REO
Disposition
of a
Mortgage
Loan
described
in
Section
4.02(a)(ii)(Y)(2)(B)
of
this
Series
Supplement,
including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and
REO
Proceeds)
including
Subsequent
Recoveries
received
during
the
preceding
calendar
month (or
deemed to have
been so
received
in
accordance
with Section
3.07(b) of the
Standard
Terms)
to
the
extent
applied
by
the
Master
Servicer
as
recoveries
of
principal
of the
related
Mortgage
Loan
pursuant
to Section
3.14 of the
Standard
Terms
(other
than
the
related
Discount
Fraction
of
the
principal
portion of such unscheduled
collections,
with respect to
each Discount Mortgage Loan);
(B)
with respect to each Mortgage Loan for which a Cash
Liquidation or a REO
Disposition
occurred
during the preceding
calendar
month (or was deemed to
have
occurred
during such
period in
accordance
with
Section
3.07(b) of the
Standard
Terms) and did not result in any Excess
Special Hazard
Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses or
Extraordinary
Losses,
an amount
equal to the lesser
of (a) the Senior
Percentage
for such
Distribution
Date times
the Stated
Principal
Balance of such
Mortgage Loan (other than
the related Discount
Fraction of such Stated Principal
Balance,
with respect to each Discount
Mortgage
Loan) and (b) the Senior
Accelerated
Distribution
Percentage for such
Distribution Date
times the
related
unscheduled
collections
(including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and
REO
Proceeds)
to the
extent
applied
by
the
Master
Servicer
as
recoveries
of principal of the related
Mortgage
Loan
pursuant
to Section
3.14 of the
Standard
Terms (in each case other than
the portion of such
unscheduled
collections,
with respect to a
Discount
Mortgage
Loan,
included in Section
4.02(b)(i)(C)
of
this Series Supplement);
(C)
the Senior
Accelerated
Distribution
Percentage for such Distribution Date times the
aggregate of all
Principal
Prepayments
in Full received in the
related
Prepayment
Period
and
Curtailments
received
in
the
preceding
calendar
month
(other
than
the
related
Discount
Fraction
of
such
Principal
Prepayments
in
Full
and
Curtailments, with respect to each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
(E)
any amounts described in subsection (ii)(Y), clauses (A), (B) and
(C) of this Section
4.02(a),
as
determined
for
any
previous
Distribution
Date,
which
remain
unpaid
after
application
of amounts
previously
distributed
pursuant
to this clause (E) to the extent that such
amounts are not
attributable
to Realized Losses which have been
allocated to the Subordinate Certificates; minus
(F)
the
Capitalization
Reimbursement
Amount for such Distribution
Date, other than the
related
Discount
Fraction of any portion of that amount related
to each Discount
Mortgage
Loan,
multiplied by a fraction,
the
numerator of which is the Senior Principal
Distribution
Amount,
without
giving
effect to this clause (F),
and the
denominator
of which is the sum of the
principal
distribution
amounts
for
all
Classes
of
Certificates
other
than
the
Class
A-P
Certificates,
without
giving effect to any
reductions
for the
Capitalization Reimbursement Amount;
(iii)
if the Certificate
Principal
Balances of the Subordinate
Certificates have not been
reduced to zero, to the Master
Servicer or a
Sub-Servicer,
by remitting for deposit
to the Custodial
Account,
to the extent of and in reimbursement
for any Advances or
Sub-Servicer
Advances
previously
made
with
respect
to any
Mortgage
Loan or REO
Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO
Disposition
of such Mortgage
Loan or REO
Property,
minus any such Advances
that were made with
respect
to
delinquencies
that
ultimately
constituted
Excess
Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses;
(iv)
to the
Holders
of the Class
M-1
Certificates,
the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(v)
to the Holders of the Class M-1
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date,
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(vii),
(ix),
(xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are insufficient
therefore,
applied
in
reduction
of
the
Certificate
Principal
Balance
of
the
Class
M-1
Certificates;
(vi)
to the
Holders
of the Class
M-2
Certificates,
the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(vii)
to the Holders of the Class M-2
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date,
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts
available
pursuant to clause (x) of Sections
4.02(a)(ix),
(xi),
(xiii), (xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied
in reduction of the Certificate Principal Balance of the Class M-2
Certificates;
(viii)
to the
Holders
of the Class
M-3
Certificates,
the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(ix)
to the Holders of the Class M-3
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) of this
Series
Supplement
are
insufficient
therefore,
applied
in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x)
to the
Holders
of the Class
B-1
Certificates,
the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(xi)
to the Holders of the Class B-1
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii),
(xiv)
and (xv) of this Series
Supplement are insufficient
therefore,
applied in reduction
of the Certificate Principal Balance of the Class B-1 Certificates;
(xii)
to the
Holders
of the Class
B-2
Certificates,
the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(xiii)
to the Holders of the Class B-2
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv)
of this Series
Supplement
are
insufficient
therefore,
applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv)
to the
Holders
of the Class B-3
Certificates,
an amount
equal to (x) the
Accrued
Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as
provided below,
minus (y) the amount of any Class A-P Collection
Shortfalls for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the
extent the amounts
available
pursuant to clause (x) of Section
4.02(a)(xv)
of this
Series Supplement are insufficient therefore;
(xv)
to the Holders of the Class B-3
Certificates,
an amount equal to (x) the Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date
minus
(y)
the
amount
of
any
Class
A-P
Collection
Shortfalls
for
such
Distribution Date or remaining unpaid for all previous
Distribution Dates, applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi)
to the Senior
Certificates,
in the
priority
set forth in
Section
4.02(b) of this
Series
Supplement,
the
portion,
if
any,
of
the
Available
Distribution
Amount
remaining
after
the
foregoing
distributions,
applied
to reduce
the
Certificate
Principal
Balances
of such
Senior
Certificates,
but in no
event
more
than
the
aggregate
of the
outstanding
Certificate
Principal
Balances of each such Class of
Senior Certificates,
and thereafter,
to each Class of Subordinate
Certificates then
outstanding
beginning with such Class with the Highest
Priority,
any portion of the
Available
Distribution
Amount
remaining
after the
Senior
Certificates
have been
retired,
applied to reduce the
Certificate
Principal
Balance of each such Class of
Subordinate
Certificates,
but in no
event
more
than the
outstanding
Certificate
Principal Balance of each such Class of Subordinate Certificates;
and
(xvii)
to the Class R
Certificates,
the
balance,
if any,
of the
Available
Distribution
Amount.
Notwithstanding the foregoing,
on any Distribution Date, with respect to the Class of
Subordinate
Certificates
outstanding on such Distribution Date with the Lowest Priority,
or
in
the
event
the
Subordinate
Certificates
are
no
longer
outstanding,
the
Senior
Certificates,
Accrued
Certificate
Interest
thereon
remaining
unpaid
from
any
previous
Distribution
Date
will be
distributable
only to the
extent
that (1) a
shortfall
in the
amounts
available to pay Accrued
Certificate
Interest on any Class of Certificates
results
from an interest
rate
reduction in
connection
with a Servicing
Modification,
or (2) such
unpaid Accrued
Certificate
Interest was attributable to interest
shortfalls relating to the
failure of the Master
Servicer to make any
required
Advance,
or the
determination
by the
Master Servicer that any proposed
Advance would be a
Nonrecoverable
Advance with respect to
the
related
Mortgage
Loan where such
Mortgage
Loan has not yet been the subject of a Cash
Liquidation or REO Disposition or the related
Liquidation
Proceeds,
Insurance
Proceeds and
REO Proceeds have not yet been distributed to the
Certificateholders.
(b)
Distributions
of
principal
on the Senior
Certificates
on each
Distribution
Date
occurring prior to the Credit Support Depletion Date will be made
as follows:
(i)
to the Class A-P
Certificates,
until the
Certificate
Principal
Balance thereof is
reduced to zero, an amount (the "Class A-P Principal
Distribution
Amount")
equal to
the aggregate of:
(A)
the related
Discount
Fraction of the
principal
portion of each Monthly
Payment on
each
Discount
Mortgage
Loan due during the related Due Period,
whether or
not
received
on or prior
to the
related
Determination
Date,
minus
the
Discount
Fraction
of the
principal
portion of any
related
Debt
Service
Reduction
which
together
with
other
Bankruptcy
Losses
exceeds
the
Bankruptcy Amount;
(B)
the related Discount Fraction of the principal portion of all
unscheduled
collections
on each Discount
Mortgage Loan received during the preceding
calendar month
or,
in the
case of
Principal
Prepayments
in
Full,
during
the
related
Prepayment
Period
(other than amounts
received in
connection
with a Cash
Liquidation
or REO
Disposition
of a Discount
Mortgage
Loan
described in
clause (C) below),
including
Principal
Prepayments in Full,
Curtailments,
Subsequent
Recoveries and repurchases
(including
deemed
repurchases under
Section
3.07(b) of the Standard
Terms) of Discount
Mortgage
Loans (or, in
the
case
of a
substitution
of
a
Deleted
Mortgage
Loan,
the
Discount
Fraction of the amount of any shortfall
deposited in the
Custodial
Account
in connection with such substitution);
(C)
in connection
with the Cash
Liquidation or REO
Disposition
of a Discount
Mortgage
Loan that did not result in any Excess Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses or Extraordinary
Losses, an amount equal
to
the
lesser
of (1)
the
applicable
Discount
Fraction
of
the
Stated
Principal
Balance of such Discount
Mortgage Loan immediately
prior to such
Distribution
Date and (2) the aggregate
amount of the
collections
on such
Discount Mortgage Loan to the extent applied as recoveries of
principal;
(D)
any amounts
allocable to principal
for any previous
Distribution
Date
(calculated
pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E)
the amount of any Class A-P Collection
Shortfalls for such
Distribution Date and the
amount
of any Class
A-P
Collection
Shortfalls
remaining
unpaid
for all
previous
Distribution
Dates,
but only to the extent of the Eligible
Funds
for such Distribution Date; minus
(F)
the
related
Discount
Fraction of the
portion of the
Capitalization
Reimbursement
Amount
for
such
Distribution
Date,
if
any,
related
to
each
Discount
Mortgage Loan; and
(ii)
the Senior Principal
Distribution Amount shall be distributed in the following manner
and priority:
(A)
first, to the Class R Certificates,
until the Certificate
Principal
Balance thereof
has been reduced to zero;
(B)
second,
the balance of the Senior Principal
Distribution
Amount remaining after the
distributions,
if any,
described
in section
4.02(b)(ii)(A)
above will be
distributed concurrently as follows:
(1)
93.8384944505% of the amount described in Section
4.02(b)(ii)(B)
will be distributed
to the Class A-1 Certificates
until the Certificate
Principal
Balance
thereto has been reduced to zero; and
(2)
6.1615055495%
of the amount described in Section
4.02(b)(ii)(B)
will be distributed
in the following manner and priority:
i.
first,
to the Class A-4
Certificates,
an amount up to the
Lockout
Amount for that
Distribution
Date,
until
the
Certificate
Principal
Balance thereof has been reduced to zero;
ii.
second,
to the Class A-2 and Class A-3
Certificates,
sequentially,
in that
order,
until the
Certificate
Principal
Balances
thereof
have
been reduced to zero; and
iii.
third,
to the Class A-4
Certificates,
without regard to the Lockout Amount for that
distribution
date,
until
the
Certificate
Principal
Balance thereof has been reduced to zero.
(c)
On or after the
occurrence
of the Credit
Support
Depletion
Date,
all
priorities
relating
to
distributions
as
described
in Section
4.02(b) of this Series
Supplement
in
respect of principal
among the Senior
Certificates
(other than the Class A-P
Certificates)
will be
disregarded,
and (i) an
amount
equal to the
Discount
Fraction
of the
principal
portion of scheduled payments and unscheduled
collections
received or advanced in respect of
the Discount Mortgage Loans minus the Discount
Fraction of the portion of the
Capitalization
Reimbursement
Amount
for
such
Distribution
Date
will be
distributed
to the
Class
A-P
Certificates,
(ii) the
Senior
Principal
Distribution
Amount
will be
distributed
to the
remaining Senior
Certificates
(other than the Class A-P Certificates) pro rata in accordance
with their
respective
outstanding
Certificate
Principal
Balances and (iii) the amount set
forth in Section 4.02(a)(i) herein will be distributed as set forth
therein.
(d)
After the reduction of the Certificate
Principal Balances of the Senior
Certificates
(other
than the Class A-P
Certificates)
to zero but prior to the Credit
Support
Depletion
Date, the Senior
Certificates
(other than the Class A-P Certificates) will be entitled to no
further
distributions
of principal
thereon and the
Available
Distribution
Amount will be
paid
solely to the holders of the Class A-P
Certificates,
Class A-V
Certificates,
Class M
Certificates and Class B Certificates, in each case as described
herein.
(e)
In
addition
to
the
foregoing
distributions,
with
respect
to
any
Subsequent
Recoveries,
the Master Servicer shall deposit such funds into the Custodial
Account pursuant
to Section
3.07(b)(iii).
If,
after
taking into account
such
Subsequent
Recoveries,
the
amount of a
Realized
Loss is
reduced,
the
amount of such
Subsequent
Recoveries
will be
applied
to
increase
the
Certificate
Principal
Balance
of
the
Class
of
Subordinate
Certificates
with
the
Highest
Priority
to
which
Realized
Losses,
other
than
Excess
Bankruptcy
Losses,
Excess Fraud
Losses,
Excess
Special
Hazard
Losses and
Extraordinary
Losses,
have been allocated,
but not by more than the amount of Realized
Losses
previously
allocated
to that
Class
of
Certificates
pursuant
to
Section
4.05.
The
amount
of any
remaining
Subsequent
Recoveries
will be
applied
to
increase
the
Certificate
Principal
Balance of the Class of Certificates
with the next Lower
Priority,
up to the amount of such
Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant
to Section
4.05.
Any
remaining
Subsequent
Recoveries
will
in
turn
be
applied
to
increase
the
Certificate
Principal
Balance of the Class of
Certificates
with the next Lower Priority up
to the amount of such
Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant to Section
4.05,
and so on.
Holders of such
Certificates
will not be entitled to
any payment in respect of Accrued
Certificate
Interest on the amount of such
increases
for
any Interest
Accrual Period
preceding the
Distribution
Date on which such increase occurs.
Any such increases shall be applied to the Certificate
Principal
Balance of each Certificate
of such Class in accordance with its respective Percentage
Interest.
(f)
Each
distribution
with
respect
to a
Book-Entry
Certificate
shall be paid to the
Depository,
as Holder thereof,
and the Depository shall be solely
responsible for crediting
the amount of such
distribution to the accounts of its Depository
Participants in accordance
with its normal
procedures.
Each Depository
Participant shall be responsible for disbursing
such
distribution
to
the
Certificate
Owners
that
it
represents
and to
each
indirect
participating
brokerage firm (a "brokerage firm" or "indirect
participating firm") for which
it acts as agent.
Each
brokerage
firm
shall be
responsible
for
disbursing
funds to the
Certificate Owners that it represents.
None of the Trustee,
the Certificate
Registrar,
the
Company or the Master
Servicer shall have any
responsibility
therefore
except as otherwise
provided by this Series Supplement or applicable law.
(g)
Except as otherwise provided in Section 9.01, if the Master
Servicer
anticipates that
a final
distribution
with
respect
to any
Class of
Certificates
will be made on a future
Distribution
Date,
the
Master
Servicer
shall,
no later
than 40 days prior to such final
distribution,
notify the
Trustee and the Trustee
shall,
not earlier
than the 15th day and
not
later
than
the
25th
day
of
the
month
next
preceding
the
month
of
such
final
distribution,
distribute,
or
cause
to be
distributed
to each
Holder
of such
Class
of
Certificates
a notice
to the
effect
that:
(i) the
Trustee
anticipates
that
the
final
distribution
with
respect to such Class of
Certificates
will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the
Trustee
or as
otherwise
specified
therein,
and
(ii) no
interest
shall
accrue
on such
Certificates
from and after the end of the
related
Interest
Accrual
Period.
In the event
that
Certificateholders
required to surrender their Certificates pursuant to Section
9.01(c)
do not surrender
their
Certificates
for final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from the
Certificate
Account
and
credited
to a separate
escrow
account for the
benefit of such
Certificateholders
as
provided in Section 9.01(d).
Section 4.03
Statements to Certificateholders;
Statements to Rating Agencies; Exchange Act
Reporting.
(See Section 4.03 of the
Standard
Terms and Exhibit
Three
hereto)
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer.
(See Section 4.04 of the Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each Distribution
Date, the Master Servicer shall determine the total amount
of Realized Losses, if any, that resulted from any Cash
Liquidation,
Servicing
Modification,
Debt Service
Reduction,
Deficient
Valuation or REO
Disposition
that
occurred
during the
related
Prepayment
Period or, in the case of a Servicing
Modification
that
constitutes
a
reduction
of the
interest
rate on a
Mortgage
Loan,
the
amount of the
reduction
in the
interest
portion of the Monthly
Payment
due during the
related
Due Period.
The amount of
each
Realized
Loss shall be
evidenced
by an Officers'
Certificate.
All Realized
Losses,
other than Excess Special Hazard Losses,
Extraordinary
Losses,
Excess
Bankruptcy Losses or
Excess
Fraud
Losses,
shall be allocated as follows:
first,
to the Class B-3
Certificates
until the
Certificate
Principal
Balance
thereof has been reduced to zero;
second,
to the
Class B-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
third, to the Class B-1 Certificates
until the Certificate
Principal
Balance thereof
has been
reduced
to zero;
fourth,
to the Class
M-3
Certificates
until
the
Certificate
Principal
Balance
thereof has been
reduced to zero;
fifth,
to the Class M-2
Certificates
until the
Certificate
Principal
Balance
thereof has been
reduced to zero;
sixth,
to the
Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero; and,
thereafter,
if any such Realized
Losses are on a Discount
Mortgage Loan, to the
Class A-P
Certificates in an amount equal to the Discount
Fraction of the principal
portion
thereof,
and the remainder of such
Realized
Losses on the Discount
Mortgage
Loans and the
entire amount of such Realized Losses on
Non-Discount
Mortgage Loans will be allocated among
all
the
Senior
Certificates
(other
than
the
Class
A-V
Certificates
and
Class
A-P
Certificates)
in the case of the
principal
portion
of such
loss on a pro rata
basis
and
among all of the Senior
Certificates
(other than the Class A-P
Certificates) in the case of
the interest portion of such loss on a pro rata basis, as described
below.
On any Distribution Date,
Realized Losses will be allocated as set forth herein after
distributions of principal on the Certificates as set forth herein.
As used herein,
an
allocation
of a Realized Loss on a "pro rata basis" among two or
more
specified
Classes of
Certificates
means an allocation on a pro rata basis,
among the
various
Classes so specified,
to each such Class of
Certificates on the basis of their then
outstanding
Certificate
Principal
Balances
prior to giving effect to
distributions
to be
made on such
Distribution
Date in the case of the
principal
portion of a Realized
Loss or
based on the Accrued
Certificate
Interest thereon payable on such Distribution Date (without
regard to any
Compensating
Interest for such
Distribution
Date) in the case of an interest
portion of a Realized Loss.
Except as provided in the following
sentence,
any allocation of
the principal
portion of Realized
Losses (other than Debt Service
Reductions) to a Class of
Certificates
shall be made by
reducing
the
Certificate
Principal
Balance
thereof by the
amount so allocated,
which allocation
shall be deemed to have occurred on such
Distribution
Date;
provided
that no such
reduction
shall
reduce the
aggregate
Certificate
Principal
Balance of the
Certificates
below the
aggregate
Stated
Principal
Balance of the Mortgage
Loans.
Any
allocation of the principal
portion of Realized
Losses (other than Debt Service
Reductions) to the Subordinate
Certificates
then
outstanding with the Lowest Priority shall
be made by operation of the
definition of
"Certificate
Principal
Balance" and by operation
of the
provisions
of Section
4.02(a).
Allocations
of the
interest
portions
of Realized
Losses
(other than any
interest
rate
reduction
resulting
from a Servicing
Modification)
shall be made in
proportion
to the amount of Accrued
Certificate
Interest and by operation
of the
definition of "Accrued
Certificate
Interest"
and by operation of the
provisions of
Section
4.02(a).
Allocations
of the interest
portion of a Realized Loss
resulting from an
interest
rate
reduction
in
connection
with a
Servicing
Modification
shall
be
made by
operation of the
provisions
of Section
4.02(a).
Allocations
of the
principal
portion of
Debt
Service
Reductions
shall be made by operation of the
provisions
of Section
4.02(a).
All Realized Losses and all other losses
allocated to a Class of Certificates
hereunder will
be allocated among the
Certificates
of such Class in proportion to the Percentage
Interests
evidenced
thereby;
provided that if any Subclasses of the Class A-V
Certificates
have been
issued pursuant to Section
5.01(c),
such Realized
Losses and other losses
allocated to the
Class
A-V
Certificates
shall be
allocated
among
such
Subclasses
in
proportion
to the
respective
amounts of Accrued
Certificate
Interest payable on such
Distribution
Date that
would have resulted absent such reductions.
Section 4.06
Reports of
Foreclosures
and Abandonment of Mortgaged
Property.
(See Section
4.06 of the Standard Terms)
Section 4.07
Optional
Purchase
of
Defaulted
Mortgage
Loans.
(See
Section
4.07 of the
Standard Terms)
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
(SEE ARTICLE IX OF THE STANDARD TERMS)
ARTICLE X
REMIC PROVISIONS
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms).
Section 10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See
Section 10.02 of the Standard Terms).
Section 10.03
Designation of REMIC(s).
The REMIC
Administrator
will make an election to treat the entire segregated pool of
assets
(including
the
Mortgage
Loans but
excluding
the
Initial
Monthly
Payment
Fund)
described
in the
definition
of Trust Fund,
and subject to this
Agreement,
as a REMIC for
federal income tax purposes.
The Class A-1,
Class A-2,
Class A-3,
Class A-4,
Class A-P,
Class M-1,
Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and the
Uncertificated
Class A-V
REMIC
Regular
Interests,
the
rights in and to which will be
represented
by the Class A-V
Certificates,
will be "regular
interests" in the REMIC, and the Class R Certificates will be
the sole class of
"residual
interests"
therein
for
purposes of the REMIC
Provisions
(as
defined
in the
Standard
Terms)
under
federal
income
tax law.
On and
after the date of
issuance
of any
Subclass
of Class A-V
Certificates
pursuant
to
Section
5.01(c)
of the
Standard Terms,
any such Subclass will represent the
Uncertificated
Class A-V REMIC Regular
Interest or Interests
specified by the initial Holder of the Class A-V Certificates
pursuant
to said Section.
Section 10.04
Distributions on the Uncertificated Class A-V REMIC Regular
Interests.
(a)
On each
Distribution Date the Trustee shall be deemed to distribute to
itself, as the
holder of the
Uncertificated
Class
A-V
REMIC
Regular
Interests,
Uncertificated
Accrued
Interest on the
Uncertificated
Class A-V REMIC Regular Interests for such Distribution Date,
plus
any
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
any
previous
Distribution Date.
(b)
In determining from time to time the
Uncertificated
Class A-V REMIC Regular Interest
Distribution
Amounts,
Realized Losses allocated to the Class A-V Certificates
under Section
4.05 shall be deemed allocated to
Uncertificated
Class A-V REMIC Regular
Interests on a pro
rata basis
based on the
Uncertificated
Class A-V REMIC
Accrued
Interest
for the
related
Distribution Date.
(c)
On each
Distribution
Date, the Trustee shall be deemed to distribute
from the Trust
Fund,
in the
priority
set forth in
Section
4.02(a),
to the Class A-V
Certificates,
the
amounts
distributable
thereon
from the
Uncertificated
Class
A-V REMIC
Regular
Interest
Distribution
Amounts
deemed to have been
received by the Trustee
from the Trust Fund under
this Section 10.04.
The amount deemed
distributable
hereunder with respect to the Class A-V
Certificates
shall
equal 100% of the
amounts
payable
with
respect to the
Uncertificated
Class A-V REMIC Regular Interests.
(d)
Notwithstanding
the
deemed
distributions
on the
Uncertificated
Class
A-V
REMIC
Regular
Interests
described
in
this
Section
10.04,
distributions
of
funds
from
the
Certificate Account shall be made only in accordance with Section
4.02.
Section 10.05
Compliance with Withholding Requirements.
Notwithstanding
any other
provision
of this
Agreement,
the
Trustee or any Paying
Agent,
as
applicable,
shall
comply with all federal
withholding
requirements
respecting
payments to
Certificateholders,
including
interest or original issue
discount
payments or
advances
thereof that the Trustee or any Paying Agent,
as
applicable,
reasonably
believes
are
applicable
under the Code. The consent of
Certificateholders
shall not be required for
such
withholding.
In the
event
the
Trustee
or any
Paying
Agent,
as
applicable,
does
withhold any amount from interest or original issue discount
payments or advances
thereof to
any
Certificateholder
pursuant
to
federal
withholding
requirements,
the
Trustee or any
Paying Agent,
as
applicable,
shall indicate the amount
withheld to such
Certificateholder
pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section 11.02
Recordation of Agreement, Counterparts.
(See Section 11.02 of the Standard
Terms)
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the
Standard Terms)
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms)
Section 11.05
Notices.
All
demands
and
notices
hereunder
shall be in writing and shall be deemed to have
been duly given if
personally
delivered at or mailed by
registered
mail,
postage
prepaid
(except
for
notices to the
Trustee
which shall be deemed to have been duly given only when
received),
to the
appropriate
address for each
recipient
listed in the table below or, in
each
case,
such
other
address
as may
hereafter
be
furnished
in
writing to the Master
Servicer, the Trustee and the Company, as applicable:
Recipient
Address
Company
8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention: President
Master Servicer
2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention: Managing Director/Master Servicing
Trustee
U.S. Bank National Association
Mail Code: EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attention:
Structured Finance/RFMSI 2006-S11
Fitch Ratings
One State Street Plaza
New York, New York
10004
Standard & Poor's
55 Water Street
New York, New York 10041
Any notice required or permitted to be mailed to a
Certificateholder
shall be given by first
class
mail,
postage
prepaid,
at the
address
of such
Holder as shown in the
Certificate
Register.
Any
notice
so
mailed
within
the time
prescribed
in this
Agreement
shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder
receives
such notice.
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the
Standard Terms)
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the
Standard Terms)
Section 11.09
Allocation of Voting Rights.
98.0% of all Voting
Rights shall be allocated
among Holders of
Certificates,
other
than the
Interest
Only
Certificates
and the Class R
Certificates,
in
proportion
to the
outstanding
Certificate
Principal
Balances of their
respective
Certificates,
1.0% of all
Voting
Rights
shall be
allocated
among
the
Holders
of the
Class
A-V
Certificates
in
accordance with their respective
Percentage
Interests and 1.0% of all Voting Rights shall be
allocated
among the Holders of the Class R
Certificates,
respectively,
in accordance
with
their respective Percentage Interests.
Section 11.10
No Petition.
(See Section 11.10 of the Standard Terms).
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE XII OF THE STANDARD TERMS)
IN WITNESS
WHEREOF,
the
Company,
the Master
Servicer
and the Trustee have caused
their names to be signed hereto by their
respective
officers
thereunto duly
authorized and
their respective
seals,
duly attested,
to be hereunto
affixed,
all as of the day and year
first above written.
[Seal]
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest:
By:______________________________
Name: Joseph Orning
Name: Christopher Martinez
Title:
Vice President
Title:
Vice President
[Seal]
RESIDENTIAL FUNDING COMPANY, LLC
Attest:
By: ______________________________
Name: Christopher Martinez
Name: Joseph Orning
Title:
Associate
Title:
Associate
[Seal]
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
Attest:
By: ______________________________
Name:
Name:
Title:
Title:
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the _____ day of November,
2006 before me, a notary
public in and for said
State,
personally
appeared
Christopher
Martinez,
known
to me to be a Vice
President
of
Residential
Funding Mortgage
Securities I, Inc., one of the
corporations
that executed the
within
instrument,
and also known to me to be the person who
executed
it on behalf of said
corporation, and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate
first above written.
Notary Public
____________________________________
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ____ day of
November,
2006 before me, a notary
public in and for said
State,
personally
appeared
Joseph
Orning,
known to me to be an Associate
of
Residential
Funding Company,
LLC, one of the corporations that executed the within
instrument,
and also
known to me to be the person who executed it on behalf of said
corporation,
and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
Notary Public
______________________________
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF RAMSEY
)
On the ___ day of
November,
2006
before me, a notary
public in and for said
State,
personally
appeared
_________________________,
known
to
me
to
be
an
_________________________
of U.S. Bank National
Association,
a national banking association
that
executed
the within
instrument,
and also known to me to be the person who executed it
on behalf of said
national
banking
association
and
acknowledged
to me that such national
banking association executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
Notary Public
_____________________________
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(AVAILABLE FROM THE COMPANY UPON REQUEST)
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(AVAILABLE FROM THE COMPANY UPON REQUEST)
Schedule of Discount Fractions
Loan Number
Current Balance
Net Mortgage Rate
Discount Fraction
PO Balance
10141061
$984,171.38
5.595%
6.7500%
$66,431.57
10648440
$422,209.50
5.595%
6.7500%
$28,499.14
10648726
$539,429.82
5.845%
2.5833%
$13,935.27
10682860
$748,850.00
5.845%
2.5833%
$19,345.29
10694814
$269,843.72
5.970%
.5000%
$1,349.22
10718980
$920,000.00
5.595%
6.7500%
$62,100.00
10719034
$744,258.34
5.720%
4.6667%
$34,732.06
10720264
$1,027,024.59
5.970%
.5000%
$5,135.12
10720330
$1,078,975.25
5.970%
.5000%
$5,394.88
10720362
$999,028.06
5.845%
2.5833%
$25,808.22
10720374
$609,420.29
5.970%
.5000%
$3,047.10
10720410
$799,240.93
5.970%
.5000%
$3,996.20
10730710
$399,620.46
5.970%
.5000%
$1,998.10
10730714
$670,363.33
5.970%
.5000%
$3,351.82
10730720
$437,000.00
5.595%
6.7500%
$29,497.50
10731652
$540,000.00
5.470%
8.8333%
$47,700.00
10749378
$465,000.00
5.470%
8.8333%
$41,075.00
10759644
$480,000.00
5.845%
2.5833%
$12,400.00
10762538
$475,000.00
5.970%
.5000%
$2,375.00
10779968
$569,446.00
5.845%
2.5833%
$14,710.69
10780068
$750,000.00
5.970%
.5000%
$3,750.00
10917055
$450,591.05
5.970%
.5000%
$2,252.96
10933057
$503,422.05
5.595%
6.7500%
$33,980.99
10944037
$1,591,567.06
5.470%
8.8333%
$140,588.42
10956617
$84,821.42
5.970%
.5000%
$424.11
10974585
$646,000.00
5.970%
.5000%
$3,230.00
10984013
$499,048.69
5.970%
.5000%
$2,495.24
10984549
$593,280.00
5.845%
2.5833%
$15,326.40
10998403
$999,031.17
5.970%
.5000%
$4,995.16
11002133
$588,850.17
5.845%
2.5833%
$15,211.96
11002213
$619,382.78
5.720%
4.6667%
$28,904.53
11002243
$468,992.72
5.345%
10.9167%
$51,198.37
11002249
$657,375.66
5.970%
.5000%
$3,286.88
11002255
$547,467.37
5.845%
2.5833%
$14,142.91
11002397
$448,641.21
5.970%
.5000%
$2,243.21
11002491
$649,368.24
5.845%
2.5833%
$16,775.35
11002551
$545,933.99
5.845%
2.5833%
$14,103.29
11002555
$446,864.57
5.845%
2.5833%
$11,544.00
11022953
$597,704.94
5.970%
.5000%
$2,988.52
11023099
$975,000.00
5.970%
.5000%
$4,875.00
11023359
$559,715.94
5.845%
2.5833%
$14,459.33
11023735
$220,000.00
5.970%
.5000%
$1,100.00
11025299
$747,083.75
5.970%
.5000%
$3,735.42
11025347
$699,335.81
5.970%
.5000%
$3,496.68
11026285
$423,000.00
5.970%
.5000%
$2,115.00
11031115
$509,504.32
5.845%
2.5833%
$13,162.19
11031551
$500,000.00
5.970%
.5000%
$2,500.00
11033961
$618,500.00
5.970%
.5000%
$3,092.50
11034621
$439,582.51
5.970%
.5000%
$2,197.91
11034631
$617,627.87
5.970%
.5000%
$3,088.14
11037395
$542,871.84
5.845%
2.5833%
$14,024.19
11037505
$550,000.00
5.845%
2.5833%
$14,208.33
11037821
$311,604.06
5.970%
.5000%
$1,558.02
11042669
$529,484.87
5.845%
2.5833%
$13,678.36
11042687
$511,514.20
5.970%
.5000%
$2,557.57
11042731
$475,932.75
5.970%
.5000%
$2,379.66
11042739
$459,563.53
5.970%
.5000%
$2,297.82
11044521
$339,200.00
5.970%
.5000%
$1,696.00
11044611
$294,000.00
5.970%
.5000%
$1,470.00
11044731
$256,000.00
5.970%
.5000%
$1,280.00
11044979
$75,000.00
5.970%
.5000%
$375.00
11048827
$447,000.00
5.970%
.5000%
$2,235.00
11049805
$912,000.00
5.720%
4.6667%
$42,560.00
11049825
$455,000.00
5.970%
.5000%
$2,275.00
11050785
$477,546.45
5.970%
.5000%
$2,387.73
11050795
$570,000.00
5.970%
.5000%
$2,850.00
11050797
$644,357.89
5.720%
4.6667%
$30,070.03
11050807
$455,535.08
5.595%
6.7500%
$30,748.62
11050815
$998,052.10
5.970%
.5000%
$4,990.26
11050823
$524,501.85
5.970%
.5000%
$2,622.51
11050827
$524,477.35
5.720%
4.6667%
$24,475.61
11050833
$552,000.00
5.845%
2.5833%
$14,260.00
11050841
$628,403.18
5.970%
.5000%
$3,142.02
11051171
$480,000.00
5.970%
.5000%
$2,400.00
11051369
$460,000.00
5.970%
.5000%
$2,300.00
11052083
$799,240.93
5.970%
.5000%
$3,996.20
11054143
$900,000.00
5.970%
.5000%
$4,500.00
11054201
$136,000.00
5.845%
2.5833%
$3,513.33
11054351
$620,000.00
5.720%
4.6667%
$28,933.33
11054361
$223,200.00
5.970%
.5000%
$1,116.00
11055407
$441,180.99
5.970%
.5000%
$2,205.91
11056499
$213,750.00
5.970%
.5000%
$1,068.75
11056619
$712,000.00
5.970%
.5000%
$3,560.00
11056661
$500,000.00
5.970%
.5000%
$2,500.00
11056827
$465,000.00
5.845%
2.5833%
$12,012.50
11058827
$685,000.00
5.970%
.5000%
$3,425.00
11060407
$479,200.00
5.970%
.5000%
$2,396.00
11061701
$550,000.00
5.970%
.5000%
$2,750.00
11062555
$626,500.00
5.970%
.5000%
$3,132.50
11062859
$191,000.00
5.970%
.5000%
$955.00
11063071
$366,000.00
5.970%
.5000%
$1,830.00
11063127
$300,000.00
5.970%
.5000%
$1,500.00
11068601
$801,000.00
5.720%
4.6667%
$37,380.00
11068641
$615,600.00
5.970%
.5000%
$3,078.00
11070999
$539,387.05
5.720%
4.6667%
$25,171.40
11071005
$800,000.00
5.720%
4.6667%
$37,333.33
11071027
$504,000.00
5.970%
.5000%
$2,520.00
11071097
$566,400.00
5.970%
.5000%
$2,832.00
11071131
$539,487.62
5.970%
.5000%
$2,697.44
11071137
$590,397.45
5.595%
6.7500%
$39,851.83
11071167
$848,693.96
5.970%
.5000%
$4,243.47
11071331
$749,288.37
5.970%
.5000%
$3,746.44
11071347
$723,296.32
5.845%
2.5833%
$18,685.15
11071381
$519,506.60
5.970%
.5000%
$2,597.53
11073403
$404,000.00
5.970%
.5000%
$2,020.00
11073515
$140,000.00
5.970%
.5000%
$700.00
11073579
$460,000.00
5.845%
2.5833%
$11,883.33
11073595
$336,000.00
5.970%
.5000%
$1,680.00
11073599
$700,000.00
5.970%
.5000%
$3,500.00
11073605
$189,000.00
5.970%
.5000%
$945.00
11073697
$145,000.00
5.720%
4.6667%
$6,766.67
11073743
$205,000.00
5.970%
.5000%
$1,025.00
11074517
$899,999.50
5.970%
.5067%
$4,560.00
11077553
$650,000.00
5.970%
.5000%
$3,250.00
11077579
$810,000.00
5.970%
.5000%
$4,050.00
11077737
$830,000.00
5.970%
.5000%
$4,150.00
11077743
$199,950.00
5.970%
.5000%
$999.75
11077793
$263,000.00
5.970%
.5000%
$1,315.00
11077897
$390,000.00
5.970%
.5000%
$1,950.00
11077983
$458,000.00
5.720%
4.6667%
$21,373.33
11078365
$1,100,000.00
5.970%
.5000%
$5,500.00
11079311
$515,000.00
5.970%
.5000%
$2,575.00
11079491
$568,000.00
5.970%
.5000%
$2,840.00
11079509
$700,000.00
5.970%
.5000%
$3,500.00
11079511
$480,000.00
5.970%
.5000%
$2,400.00
11079677
$358,000.00
5.970%
.5000%
$1,790.00
11081259
$510,000.00
5.970%
.5000%
$2,550.00
11084049
$800,000.00
5.970%
.5000%
$4,000.00
11086371
$310,000.00
5.970%
.5000%
$1,550.00
11094317
$800,000.00
5.845%
2.5833%
$20,666.67
11096067
$860,000.00
5.970%
.5000%
$4,300.00
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i)
the applicable Record Date, Determination Date and Distribution
Date;
(ii)
the aggregate
amount of payments
received with respect to the Mortgage Loans,
including prepayment amounts;
(iii)
the Servicing Fee and
Subservicing
Fee payable to the Master Servicer and the
Subservicer;
(iv)
the amount of any other fees or expenses paid;
(v)
(a) the amount of such
distribution
to the
Certificateholders
of such Class
applied to reduce the Certificate
Principal
Balance
thereof,
and (b) the aggregate
amount
included therein representing Principal Prepayments;
(vi)
the
amount of such
distribution
to
Holders
of such
Class of
Certificates
allocable to interest;
(vii)
if the
distribution
to the Holders of such Class of Certificates is less than
the full amount that would be
distributable
to such Holders if there were
sufficient
funds
available therefore, the amount of the shortfall;
(viii) the aggregate
Certificate
Principal Balance of each Class of Certificates and
the Senior
Percentage,
before and after
giving
effect to the amounts
distributed
on such
Distribution Date,
separately
identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(ix)
the weighted
average
remaining
term to maturity of the Mortgage
Loans after
giving effect to the amounts distributed on such Distribution Date;
(x)
the weighted
average
Mortgage Rates of the Mortgage Loans after giving effect
to the amounts distributed on such Distribution Date;
(xi)
if
applicable,
the Special
Hazard
Amount,
Fraud Loss Amount and Bankruptcy
Amount as of the close of business on the applicable Distribution
Date;
(xii)
the number and Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to the distribution of principal on such
Distribution
Date and the number of Mortgage
Loans at the beginning and end of the preceding Due Period;
(xiii) on the basis of the most recent reports furnished to it by
Sub-Servicers,
the
number and Stated
Principal
Balances of Mortgage
Loans that are
Delinquent (A) 30-59 days,
(B)
60-89
days and (C) 90 or more
days and the
number
and
Stated
Principal
Balance
of
Mortgage Loans that are in foreclosure;
(xiv)
the aggregate amount of Realized Losses for such Distribution Date;
(xv)
the
amount,
terms and general
purpose of any Advance by the Master
Servicer
pursuant to Section 4.04;
(xvi)
any material modifications,
extensions or waivers to the terms of the Mortgage
Loans during the Due Period or that have cumulatively become
material over time;
(xvii) any
material
breaches of
Mortgage
Loan
representations
or
warranties
or
covenants in the Agreement.
(xviii)the related Subordinate Principal Distribution Amount;
(xix)
the
number,
Stated
Principal
Balance
and actual
principal
balance of REO
Properties;
(xx)
the aggregate Accrued
Certificate
Interest remaining unpaid, if any, for each
Class of
Certificates,
after giving
effect to the
distribution
made on such
Distribution
Date;
(xxi)
the Pass-Through Rate with respect to the Class A-V Certificates;
(xxii) the Notional Amount with respect to each class of Interest
Only Certificates;
(xxiii)the occurrence of the Credit Support Depletion Date;
(xxiv) the
Senior
Accelerated
Distribution
Percentage
for
applicable
to
such
distribution;
(xxv)
the Senior Percentage for such Distribution Date; and
(xxvi) the aggregate
amount of any
recoveries on
previously
foreclosed
loans from
Sellers.
In the case of
information
furnished
pursuant to clauses
(v) and (vi)
above,
the amounts
shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
The Trustee's
internet
website will
initially be located at
http://www.usbank.com/mbs.
To
receive this statement via first class mail, telephone the Trustee
at 1 (800) 934-6802.
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 1, 2006
==============================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
==============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...................................................1
Section 1.01.
Definitions.............................................1
Section 1.02.
Use of Words and Phrases...............................33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES.................................................33
Section 2.01.
Conveyance of Mortgage Loans...........................33
Section 2.02.
Acceptance by Trustee..................................40
Section 2.03.
Representations, Warranties and Covenants of the
Master Servicer and the Company........................42
Section 2.04.
Representations and Warranties of Residential
Funding................................................43
Section 2.05.
Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I...................................45
Section 2.06.
Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee...........45
Section 2.07.
Issuance of Certificates Evidencing Interests in
REMIC II...............................................45
Section 2.08.
Purposes and Powers of the Trust.......................46
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............46
Section 3.01.
Master Servicer to Act as Servicer.....................46
Section 3.02.
Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations...................................48
Section 3.03.
Successor Subservicers.................................49
Section 3.04.
Liability of the Master Servicer.......................49
Section 3.05.
No Contractual Relationship Between Subservicer
and Trustee or Certificateholders......................50
Section 3.06.
Assumption or Termination of Subservicing
Agreements by Trustee..................................50
Section 3.07.
Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account..........................50
Section 3.08.
Subservicing Accounts; Servicing Accounts..............53
Section 3.09.
Access to Certain Documentation and Information
Regarding the Mortgage Loans...........................54
Section 3.10.
Permitted Withdrawals from the Custodial Account.......55
Section 3.11.
Maintenance of the Primary Insurance Policies;
Collections Thereunder.................................57
Section 3.12.
Maintenance of Fire Insurance and Omissions and
Fidelity Coverage......................................58
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........59
Section 3.14.
Realization Upon Defaulted Mortgage Loans..............61
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.......64
Section 3.16.
Servicing and Other Compensation; Compensating
Interest...............................................66
Section 3.17.
Reports to the Trustee and the Company.................67
Section 3.18.
Annual Statement as to Compliance......................67
Section 3.19.
Annual Independent Public Accountants' Servicing
Report.................................................67
Section 3.20.
Rights of the Company in Respect of the Master
Servicer...............................................68
Section 3.21.
Administration of Buydown Funds........................68
Section 3.22.
Advance Facility.......................................69
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS...............................73
Section 4.01.
Certificate Account....................................73
Section 4.02.
Distributions..........................................73
Section 4.03.
Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting................73
Section 4.04.
Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............76
Section 4.05.
Allocation of Realized Losses..........................77
Section 4.06.
Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................77
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans..........77
Section 4.08.
Surety Bond............................................78
ARTICLE V
THE CERTIFICATES.............................................78
Section 5.01.
The Certificates.......................................78
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................................81
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates......86
Section 5.04.
Persons Deemed Owners..................................87
Section 5.05.
Appointment of Paying Agent............................87
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER..........................87
Section 6.01.
Respective Liabilities of the Company and the
Master Servicer........................................88
Section 6.02.
Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer................88
Section 6.03.
Limitation on Liability of the Company, the Master
Servicer and Others....................................89
Section 6.04.
Company and Master Servicer Not to Resign..............89
ARTICLE VII
DEFAULT......................................................90
Section 7.01.
Events of Default......................................90
Section 7.02.
Trustee or Company to Act; Appointment of Successor....92
Section 7.03.
Notification to Certificateholders.....................93
Section 7.04.
Waiver of Events of Default............................93
ARTICLE VIII
CONCERNING THE TRUSTEE.......................................94
Section 8.01.
Duties of Trustee......................................94
Section 8.02.
Certain Matters Affecting the Trustee..................95
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans..................................................97
Section 8.04.
Trustee May Own Certificates...........................97
Section 8.05.
Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification..............................97
Section 8.06.
Eligibility Requirements for Trustee...................98
Section 8.07.
Resignation and Removal of the Trustee.................99
Section 8.08.
Successor Trustee.....................................100
Section 8.09.
Merger or Consolidation of Trustee....................100
Section 8.10.
Appointment of Co-Trustee or Separate Trustee.........100
Section 8.11.
Appointment of Custodians.............................101
Section 8.12.
Appointment of Office or Agency.......................102
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES........102
Section 9.01.
Optional Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage
Loans.................................................102
Section 9.02.
Additional Termination Requirements...................106
Section 9.03.
Termination of Multiple REMICs........................106
ARTICLE X
REMIC PROVISIONS............................................107
Section 10.01. REMIC
Administration..................................107
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.......................................110
Section 10.03. Designation of
REMIC(s)...............................111
ARTICLE XI
MISCELLANEOUS PROVISIONS....................................111
Section 11.01.
Amendment.............................................111
Section 11.02. Recordation of Agreement;
Counterparts................113
Section 11.03. Limitation on Rights of
Certificateholders............114
Section 11.04. Governing
Law.........................................115
Section 11.05.
Notices...............................................115
Section 11.06. Required Notices to Rating Agency and
Subservicer.....115
Section 11.07. Severability of
Provisions............................116
Section 11.08. Supplemental Provisions for
Resecuritization..........116
Section 11.09. Allocation of Voting
Rights...........................116
Section 11.10. No Petition
..........................................117
ARTICLE XII
COMPLIANCE WITH REGULATION AB...............................117
Section 12.01. Intent of Parties;
Reasonableness.....................117
Section 12.02. Additional Representations and Warranties of the
Trustee...............................................117
Section 12.03. Information to be Provided by the
Trustee.............118
Section 12.04. Report on Assessment of Compliance and
Attestation....118
Section 12.05. Indemnification;
Remedies.............................119
TABLE OF CONTENTS
(continued)
EXHIBITS
Exhibit A:
Form of Class A Certificate
Exhibit A-I:
Form of Class X Certificate
Exhibit B:
Form of Class M Certificate
Exhibit C:
Form of Class B Certificate
Exhibit C-I:
Form of Class P Certificate
Exhibit C-II:
Form of Class SB Certificate
Exhibit D:
Form of Class R Certificate
Exhibit E:
Form of Seller/Servicer Contract
Exhibit F:
Forms of Request for Release
Exhibit G-1:
Form of Transfer Affidavit and Agreement
Exhibit G-2:
Form of Transferor Certificate
Exhibit H:
Form of Investor Representation Letter
Exhibit I:
Form of Transferor Representation Letter
Exhibit J:
Form of Rule 144A Investment Representation Letter
Exhibit K:
Text
of
Amendment
to
Pooling
and
Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L:
Form of Limited Guaranty
Exhibit M:
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N:
Request for Exchange Form
Exhibit O:
Form of Form 10-K Certification
Exhibit P:
Form of Back-Up Certification to Form 10-K Certificate
Exhibit Q:
Information
to be
Provided
by the Master
Servicer to the
Rating Agencies Relating to Reportable Modified Mortgage Loans
Exhibit R:
Servicing Criteria
This is the Standard Terms of Pooling and Servicing Agreement,
dated as
of November 1, 2006 (the "Standard
Terms",
and as
incorporated by reference
into a Series Supplement dated as of the date specified therein,
the "Pooling
and Servicing
Agreement" or "Agreement"),
among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.,
as the company
(together
with its permitted
successors
and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors
and assigns,
the "Master
Servicer"),
and
the
trustee
named
in
the
applicable
Series
Supplement
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
under each
Agreement
in
multiple
classes,
which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans.
In
consideration
of
the
mutual
agreements
herein
contained,
the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever
used in this
Agreement,
the
following
words
and
phrases,
unless the context otherwise
requires,
shall have the meanings
specified in
this Article.
Accretion Termination Date:
As defined in the Series Supplement.
Accrual Certificates:
As defined in the Series Supplement.
Accrued
Certificate
Interest:
With respect to each Distribution Date,
as to any Class or Subclass of
Certificates
(other than any
Principal
Only
Certificates),
interest accrued during the related Interest Accrual Period at
the
related
Pass-Through
Rate
on
the
Certificate
Principal
Balance
or
Notional Amount thereof
immediately prior to such Distribution
Date. Accrued
Certificate
Interest
will be
calculated
on the
basis of a
360-day
year,
consisting of twelve 30-day months. In each case Accrued
Certificate
Interest
on any Class or Subclass of Certificates will be reduced by the
amount of:
(i)
Prepayment
Interest
Shortfalls on all Mortgage
Loans or, if the
Mortgage
Pool is
comprised
of two or more Loan
Groups,
on the
Mortgage
Loans in the
related
Loan
Group
(to the
extent
not
offset
by the
Master
Servicer
with a payment
of
Compensating
Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan)) of
Realized
Losses
on
all
Mortgage
Loans
or,
if the
Mortgage
Pool is
comprised
of two or more Loan
Groups,
on the
Mortgage
Loans
in
the
related
Loan
Group
(including
Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses and
Extraordinary
Losses) not
allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest
portion of Advances
that were
(A) previously
made
with
respect to a Mortgage
Loan or REO
Property on all Mortgage
Loans or, if the
Mortgage
Pool is
comprised of two or more Loan
Groups,
on the Mortgage
Loans in the related
Loan Group,
which
remained
unreimbursed
following
the
Cash
Liquidation
or
REO
Disposition
of such
Mortgage
Loan or REO
Property
or (B) made
with respect to delinquencies
that were ultimately
determined to
be Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses or
Extraordinary
Losses on all Mortgage Loans
or, if the Mortgage
Pool is comprised of two or more Loan Groups,
on the Mortgage Loans in the related Loan Group, and
(iv)
any other
interest
shortfalls
not covered by the
subordination
provided by the related Class M
Certificates
and related Class B
Certificates,
including interest that is not collectible from the
Mortgagor pursuant to the Relief Act,
with
all such
reductions
allocated
(A) among
all of the
Certificates
in
proportion
to
their
respective
amounts
of
Accrued
Certificate
Interest
payable
on such
Distribution
Date
absent
such
reductions
or (B) if
the
Mortgage
Pool is
comprised of two or more Loan
Groups,
the related
Senior
Percentage
of such
reductions
among
the
related
Senior
Certificates
in
proportion
to the amounts of Accrued
Certificate
Interest
payable from the
related Loan Group on such Distribution Date absent such
reductions,
with the
remainder of such reductions
allocated among the holders of the related Class
M
Certificates
and the related Class B
Certificates
in proportion to their
respective
amounts
of
Accrued
Certificate
Interest
payable
on
such
Distribution
Date absent such reductions.
In addition to that portion of the
reductions
described
in the
preceding
sentence
that are
allocated to any
Class of Class B Certificates
or any Class of Class M
Certificates,
Accrued
Certificate
Interest on each Class of Class B
Certificates
or each Class of
Class M Certificates
will be reduced by the interest portion (adjusted to the
Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B
Certificates
or such Class of Class M
Certificates
pursuant
to
Section 4.05.
Addendum
and
Assignment
Agreement:
The
Addendum
and
Assignment
Agreement, dated as of January 31, 1995, between MLCC and the
Master Servicer.
Additional
Collateral:
Any of the
following
held, in addition to the
related Mortgaged
Property,
as security for a Mortgage Loan:
(i) all money,
securities,
security
entitlements,
accounts,
general intangibles,
payment
rights,
instruments,
documents,
deposit accounts,
certificates of deposit,
commodities
contracts
and other
investment
property and other
property of
whatever
kind or
description
now
existing or hereafter
acquired
which is
pledged as security for the repayment of such Mortgage Loan,
(ii) third-party
guarantees,
and (A) all money, securities,
security entitlements,
accounts,
general
intangibles,
payment
rights,
instruments,
documents,
deposit
accounts,
certificates of deposit, commodities contracts and other investment
property and other
property of whatever kind or
description
now existing or
hereafter
acquired
which is
pledged as
collateral
for such
guarantee
or
(B) any
mortgaged
property
securing the performance of such
guarantee,
or
(iii) such other collateral as may be set forth in the Series
Supplement.
Additional
Collateral
Loan:
Each
Mortgage
Loan that is supported by
Additional Collateral.
Adjusted
Mortgage Rate:
With respect to any Mortgage Loan and any date
of
determination,
the Mortgage Rate borne by the related Mortgage Note, less
the rate at which the related Subservicing Fee accrues.
Advance:
As to any
Mortgage
Loan,
any
advance
made
by the
Master
Servicer, pursuant to Section 4.04.
Affiliate:
With respect to any Person,
any other
Person
controlling,
controlled
by or
under
common
control
with
such
first
Person.
For the
purposes
of
this
definition,
"control"
means
the
power
to
direct
the
management
and
policies
of such
Person,
directly or
indirectly,
whether
through the ownership of voting securities,
by contract or otherwise; and the
terms
"controlling"
and
"controlled"
have
meanings
correlative
to
the
foregoing.
Ambac:
Ambac Assurance
Corporation
(formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future
Distribution:
As to any Distribution
Date and,
with
respect
to any
Mortgage
Pool
that is
comprised
of two or more Loan
Groups,
each Loan
Group,
the
total of the
amounts
held in the
Custodial
Account
at the
close of
business
on the
preceding
Determination
Date on
account
of
(i) Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance
Proceeds,
Curtailments,
Mortgage
Loan
purchases
made
pursuant
to
Section 2.02,
2.03,
2.04
or
4.07
and
Mortgage
Loan
substitutions
made
pursuant
to
Section 2.03
or 2.04
received
or made
in the
month
of such
Distribution Date (other than such Liquidation
Proceeds,
Insurance
Proceeds
and
purchases of Mortgage
Loans that the Master
Servicer has deemed to have
been received in the preceding month in accordance with Section
3.07(b)),
and
Principal
Prepayments in Full made after the related
Prepayment
Period, and
(ii) payments
which
represent
early
receipt
of
scheduled
payments
of
principal
and interest due on a date or dates
subsequent
to the related Due
Date.
Appraised
Value:
As to any Mortgaged
Property,
the lesser of (i) the
appraised
value of such
Mortgaged
Property based upon the appraisal made at
the time of the
origination of the related
Mortgage Loan, and (ii) the sales
price of the
Mortgaged
Property at such time of
origination,
except in the
case of a Mortgaged
Property
securing a refinanced or modified Mortgage Loan
as to
which
it is
either
the
appraised
value
determined
above
or
the
appraised
value
determined
in an
appraisal at the time of
refinancing
or
modification, as the case may be.
Assigned
Contracts:
With
respect
to
any
Pledged
Asset
Loan:
the
Credit Support Pledge Agreement; the Funding and Pledge Agreement,
among GMAC
Mortgage,
LLC, National Financial
Services
Corporation and the Mortgagor or
other person pledging the related Pledged
Assets;
the Additional
Collateral
Agreement,
between
GMAC
Mortgage,
LLC and the
Mortgagor
or other
person
pledging the related
Pledged
Assets;
or such other
contracts as may be set
forth in the Series Supplement.
Assignment:
An
assignment
of the
Mortgage,
notice
of
transfer
or
equivalent
instrument,
in recordable form,
sufficient under the laws of the
jurisdiction
wherein the related Mortgaged
Property is located to reflect of
record
the
sale of the
Mortgage
Loan to the
Trustee
for the
benefit
of
Certificateholders,
which
assignment,
notice
of
transfer
or
equivalent
instrument
may be in the
form of one or more
blanket
assignments
covering
Mortgages
secured by
Mortgaged
Properties
located in the same
county,
if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment
Agreement:
The Assignment and Assumption
Agreement,
dated
the Closing Date, between
Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment
Agreement
and
Amendment
of
Security
Instrument:
With
respect to a Sharia Mortgage Loan, the agreement
between the consumer and the
co-owner
pursuant to which all of the
co-owner's
