RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
DEPOSITOR,
RESIDENTIAL FUNDING COMPANY, LLC,
MASTER SERVICER,
AND
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-SP4
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01.
Definitions.......................................................................4
Section 1.02.
Determination of
LIBOR...........................................................50
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................51
Section 2.01.
Conveyance of Mortgage
Loans.....................................................51
Section 2.02.
Acceptance by
Trustee............................................................56
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Depositor57
Section 2.04.
Representations and Warranties of Residential
Funding............................59
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC
Regular
Interests
.......................................................................61
Section 2.06.
Purposes and Powers of the
Trust.................................................62
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................62
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................62
Section 3.01.
Master Servicer to Act as
Servicer...............................................62
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers'
Obligations........................................................64
Section 3.03.
Successor
Subservicers...........................................................66
Section 3.04.
Liability of the Master
Servicer.................................................66
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders66
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................67
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......67
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................70
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.....71
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................71
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................73
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................74
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain Assignments
.............................................................75
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................77
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................80
Section 3.16.
Servicing and Other Compensation; Eligible Master Servicing
Compensation.........81
Section 3.17.
Reports to the Trustee and the
Depositor.........................................82
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................82
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................83
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................83
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................83
Section 4.01.
Certificate
Account..............................................................83
Section 4.02.
Distributions....................................................................84
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act
Reporting
.......................................................................90
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the Master
Servicer
........................................................................94
Section 4.05.
Allocation of Realized
Losses....................................................96
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................98
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................98
Section 4.08.
Limited Mortgage Loan Repurchase
Right...........................................99
Section 4.09.
The Yield Maintenance
Agreement..................................................99
Section 4.10.
The Swap
Agreement..............................................................101
Section 4.11.
Derivative
Contracts............................................................103
Section 4.12.
Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap
Termination
Payments
.......................................................................104
ARTICLE V
THE
CERTIFICATES.........................................................................105
Section 5.01.
The
Certificates................................................................105
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................107
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................113
Section 5.04.
Persons Deemed
Owners...........................................................113
Section 5.05.
Appointment of Paying
Agent.....................................................113
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER....................................................114
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................114
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of
Rights and Delegation of Duties by Master
Servicer..............................114
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........115
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................116
ARTICLE VII
DEFAULT..................................................................................116
Section 7.01.
Events of
Default...............................................................116
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................118
Section 7.03.
Notification to
Certificateholders..............................................119
Section 7.04.
Waiver of Events of
Default.....................................................119
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................................120
Section 8.01.
Duties of
Trustee...............................................................120
Section 8.02.
Certain Matters Affecting the
Trustee...........................................121
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................123
Section 8.04.
Trustee May Own
Certificates....................................................123
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............123
Section 8.06.
Eligibility Requirements for
Trustee............................................124
Section 8.07.
Resignation and Removal of the
Trustee..........................................125
Section 8.08.
Successor
Trustee...............................................................125
Section 8.09.
Merger or Consolidation of
Trustee..............................................126
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................126
Section 8.11.
Appointment of
Custodians.......................................................127
Section 8.12.
Appointment of Office or
Agency.................................................128
Section 8.13.
DTC Letter of
Representations...................................................128
Section 8.14.
Yield Maintenance Agreement and Swap
Agreement..................................128
ARTICLE IX
TERMINATION..............................................................................128
Section 9.01.
Termination Upon Purchase by Residential Funding or Liquidation of
All Mortgage
Loans
..........................................................................128
Section 9.02.
Additional Termination
Requirements.............................................131
ARTICLE X
REMIC
PROVISIONS.........................................................................132
Section 10.01.
REMIC
Administration............................................................132
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................135
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................136
Section 11.01.
Amendment.......................................................................136
Section 11.02.
Recordation of Agreement;
Counterparts..........................................138
Section 11.03.
Limitation on Rights of
Certificateholders......................................139
Section 11.04.
Governing
Law...................................................................139
Section 11.05.
Notices.........................................................................140
Section 11.06.
Notices to Rating
Agencies......................................................140
Section 11.07.
Severability of
Provisions......................................................141
Section 11.08.
Supplemental Provisions for
Resecuritization....................................141
Section 11.09.
[Reserved]......................................................................142
Section 11.10.
Third Party
Beneficiaries.......................................................142
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................142
Section 12.01.
Intent of Parties;
Reasonableness...............................................142
Section 12.02.
Additional Representations and Warranties of the
Trustee........................142
Section 12.03.
Information to be Provided by the
Trustee.......................................143
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................143
Section 12.05.
Indemnification;
Remedies.......................................................144
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
[Reserved]
Exhibit D
Form of Class SB Certificate
Exhibit E
Form of Class R Certificate
Exhibit F
Form of Custodial Agreement
Exhibit G
Mortgage Loan Schedule
Exhibit H
Form of Request for Release
Exhibit I-1
Form of Transfer Affidavit and Agreement
Exhibit I-2
Form of Transferor Certificate
Exhibit J
Form of Investor Representation Letter
Exhibit K
Form of Transferor Representation Letter
Exhibit L
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit M
Form of Limited Guaranty
Exhibit N
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O
Form of Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q
Form of ERISA Representation Letter (Class M Certificates and
Restricted Class A Certificates)
Exhibit R-1
Form of Form 10-K Certification
Exhibit R-2
Form Back-up Certification to Form 10-K Certificate
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified Mortgage
Loans
Exhibit T
[Reserved]
Exhibit U
Yield Maintenance Agreement
Exhibit V
Servicing Criteria to be addressed in Assessment of Compliance
Exhibit W
Form of ERISA Representation Letter (Unrestricted Class A
Certificates)
This Pooling and Servicing
Agreement,
effective as of November 1, 2006, among RESIDENTIAL ASSET MORTGAGE
PRODUCTS,
INC., as
depositor (together with its permitted successors and assigns, the
"Depositor"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer
(together
with its
permitted
successors
and
assigns,
the
"Master
Servicer"),
and U.S.
BANK
NATIONAL
ASSOCIATION,
a banking
association
organized
under the laws of the United States,
as trustee and
supplemental
interest
trust trustee
(together with its
permitted successors and assigns, the "Trustee" and the
"Supplemental Interest Trust Trustee"), respectively.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be
issued
hereunder in twelve
Classes,
which in the aggregate will evidence the entire
beneficial
ownership
interest in the Mortgage
Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Mortgage
Loans and certain other related
assets
(exclusive of the Yield
Maintenance
Agreement,
the
Supplemental
Interest
Trust
Account and the Swap Agreement and any payments
thereunder)
subject to this Agreement as a real estate mortgage investment
conduit (a
"REMIC")
for federal
income tax
purposes,
and such
segregated
pool of assets
will be
designated
as
"REMIC I."
The
Class R-I
Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC I for
purposes of the REMIC
Provisions
(as defined
herein)
under
federal
income
tax
law.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated
REMIC I
Pass-Through
Rate") and initial
Uncertificated
Principal
Balance for each of the "regular
interests"
in
REMIC I (the "REMIC I
Regular
Interests").
The "latest
possible
maturity
date"
(determined
for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for the REMIC I Regular Interests shall be the 360th
Distribution
Date. The REMIC I Regular
Interests will not be certificated.
INITIAL UNCERTIFICATED
UNCERTIFICATED REMIC I
REMIC I
LATEST POSSIBLE MATURITY
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
DATE
AA
(1)
$303,140,029.78
November 2036
A-1
(1)
1,769,270
November 2036
A-2
(1)
457,240
November 2036
A-3
(1)
475,450
November 2036
M-1
(1)
125,280
November 2036
M-2
(1)
98,980
November 2036
M-3
(1)
40,220
November 2036
M-4
(1)
20,100
November 2036
M-5
(1)
21,660
November 2036
M-6
(1)
30,930
November 2036
ZZ
(1)
$3,147,401.22
November 2036
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided
herein,
the REMIC
Administrator
will elect to treat the
segregated
pool of assets
consisting of the REMIC I
Regular
Interests as a REMIC for federal
income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC II".
The
Class R-II
Certificates
will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC
Provisions
under federal
income tax law. The following
table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate Principal Balance,
certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates
comprising the interests
representing
"regular
interests" in REMIC II.
The "latest possible maturity date" (determined for purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of
REMIC II
Regular
Interests
shall be the 360th
Distribution Date.
AGGREGATE
INITIAL
CERTIFICATE
PRINCIPAL
FINAL SCHEDULED
DESIGNATION
TYPE
PASS-THROUGH RATE
BALANCE
DISTRIBUTION DATE
INITIAL RATINGS
MOODY'S
S&P
FITCH
Class A-1(1)
Senior
Adjustable(2) (3)
176,927,000
November 25, 2036
Aaa
AAA
AAA
Class A-2(1)
Senior
Adjustable(2) (3)
45,724,000
November 25, 2036
Aaa
AAA
AAA
Class A-3(1)
Senior
Adjustable(2) (3)
47,545,000
November 25, 2036
Aaa
AAA
AAA
Class M-1(1)
Mezzanine
Adjustable(2) (3)
12,528,000
November 25, 2036
Aa2
AA+
AA
Class M-2(1)
Mezzanine
Adjustable(2) (3)
9,898,000
November 25, 2036
A2
A+
A+
Class M-3(1)
Mezzanine
Adjustable(2) (3)
4,022,000
November 25, 2036
Baa1
A-
A
Class M-4(1)
Mezzanine
Adjustable(2) (3)
2,010,000
November 25, 2036
Baa2
BBB+
A-
Class M-5(1)
Mezzanine
Adjustable(2) (3)
2,166,000
November 25, 2036
Baa3
BBB
BBB+
Class M-6(1)
Mezzanine
Adjustable(2) (3)
3,093,000
November 25, 2036
Ba1
BBB-
BBB-
Class SB
Interest
Subordinate
Variable(4)
5,413,561
November 25, 2036
N/R
N/R
N/R
Class R-I
Residual
N/A
N/A
N/A
N/R
N/R
N/R
Class R-II
Residual
N/A
N/A
N/A
N/R
N/R
N/R
(1) The Class A
and
Class M
Certificates
will
represent
ownership
of their
respective
REMIC II
Regular
Interests
together with certain rights to payments to be made from amounts
received under the
Yield Maintenance Agreement,
the payments of which are considered made for federal income tax
purposes
outside of REMIC II.
(2) The
REMIC II
Regular
Interests
ownership
of which is
represented
by the
Class A and Class M
Certificates,
will accrue interest at a per annum rate equal to LIBOR plus the
applicable Margin, each
subject to payment caps as described in the
definition of
"Pass-Through
Rate" and the provisions for
the payment of Class A Net WAC Cap Shortfall
Carry-Forward
Amounts, and Class M Net WAC Cap Shortfall
Carry-Forward
Amounts
herein,
which
payments
will not be part of the
entitlement
of the REMIC II
Regular Interests related to such Certificates.
(3) The Class A and Class M
Certificates
will also entitle their holders to certain payments from the
Holder of the Class SB
Certificates
from amounts to which the related
REMIC II
Regular
Interest is
entitled and from amounts
received
under the Swap
Agreement,
which
payment
rights and amounts are
considered made outside REMIC II and do not constitute any
entitlement from any REMIC hereunder.
(4) The
Class SB
Certificates
will
accrue
interest
as
described
in the
definition
of
Accrued
Certificate
Interest.
The
Class SB
Certificates
will not
accrue
interest
on
their
Certificate
Principal Balance.
The Class SB
Certificates will be comprised of two REMIC II regular
interests,
a
principal
only regular
interest
designated
SB-PO and an interest only regular
interest
designated
SB-IO,
which will be entitled to
distributions
as set forth herein.
The rights of the Holder of the
Class SB
Certificates to payments from the Yield Maintenance Agreement and
the Swap Agreement shall be
outside and apart from its rights under the REMIC II Regular
Interests SB-IO and SB-PO.
The
Mortgage
Loans
have an
aggregate
Cut-off
Date
Principal
Balance
equal to
$309,326,561.
The
Mortgage
Loans are
fixed-rate and
adjustable-rate,
first and junior lien seasoned mortgage loans having terms to
maturity at origination or modification
of generally not more than 30 years.
In
consideration
of the mutual
agreements
herein
contained,
the Depositor,
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.
Accrued
Certificate
Interest:
With respect to each Distribution Date and the Class A,
and Class M
Certificates,
interest
accrued
during
the
related
Interest
Accrual
Period
on the
Certificate
Principal
Balance
thereof
immediately
prior
to such
Distribution Date at the related Pass-Through Rate for that
Distribution Date.
The
amount of
Accrued
Certificate
Interest
on each Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls on the Mortgage
Loans during the prior
calendar
month (to the extent not covered by Eligible
Master
Servicing
Compensation
pursuant to
Section 3.16)
and by the amount of Relief Act Shortfalls and Deferred
Interest
Shortfalls on the Mortgage
Loans during the related Due Period,
in each case to the extent
allocated to that Class of Certificates
pursuant to
Section 4.02(g)
and
Section 4.02(h),
respectively.
Accrued Certificate
Interest for each Class on any Distribution Date shall be further
reduced by
the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
With respect to each Distribution Date and the Class SB
Certificates,
interest accrued during the preceding Interest Accrual
Period
at the
related
Pass-Through
Rate for that
Distribution
Date on the
Uncertificated
Notional
Amount as
specified
in the
definition of Pass-Through Rate,
immediately prior to such Distribution
Date, reduced by any interest
shortfalls with respect to the
Mortgage Loans,
including Prepayment Interest Shortfalls to the extent not covered
by Eligible Master Servicing
Compensation pursuant
to Section 3.16,
by the Excess Cash Flow pursuant to clauses (xvi)
and (xvii) of
Section 4.02(c),
the Yield
Maintenance
Agreement
pursuant
to clauses
(iii) and (iv) under
Section
4.09(c) or the Swap
Agreement
pursuant to clauses
(iii) and (iv) under
Section
4.10(c). In addition,
Accrued Certificate Interest with respect to each Distribution
Date, as to the Class SB
Certificates,
shall be
reduced by an amount
equal to the
interest
portion of Realized
Losses
allocated to the
Overcollateralization
Amount
pursuant to
Section 4.05
hereof.
Accrued Certificate Interest on the Class A and Class M
Certificates shall accrue on the basis of a 360-day year
and the actual number of days in the related Interest Accrual
Period.
Accrued Certificate Interest on the Class SB
Certificates shall
accrue on the basis of a 360 day year consisting of twelve 30 day
months.
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 related Subservicing Fee Rate.
Adjustment
Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on
which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Advance:
With respect to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
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.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With respect to any
Distribution
Date, 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,
REO Proceeds,
Insurance Proceeds,
Principal Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02,
2.03, 2.04, 4.07 or
4.08 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,
REO Proceeds,
Subsequent Recoveries 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
(ii) payments
which
represent
early receipt of scheduled
payments of principal
and interest due on a date or dates
subsequent to the Due Date in
the related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
one of the following:
(i) the lesser of (a) the
appraised value
of such
Mortgaged
Property based upon the appraisal
made at the time of the
origination
of the related
Mortgage Loan, and (b) the
sales price of the Mortgaged
Property at such time of origination,
(ii) in the case of a Mortgaged
Property securing a refinanced or
modified
Mortgage Loan, one of (1) the appraised
value based upon the appraisal made at the time of origination of
the loan which was
refinanced or modified,
(2) the appraised value
determined in an appraisal made at the time of refinancing or
modification or (3) the
sales price of the Mortgaged
Property,
or (iii) with
respect to the Mortgage
Loans for which a broker's price opinion was obtained,
the value contained in such opinion.
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
Depositor relating to the transfer and assignment of the Mortgage
Loans.
Assignment of Proprietary
Lease:
With respect to a Cooperative
Loan, the assignment of the related
Cooperative
Lease from
the Mortgagor to the originator of the Cooperative Loan.
Available
Distribution
Amount:
With respect to any
Distribution
Date,
an amount
equal to (a) the sum of (i) the
amount
relating
to the
Mortgage
Loans on
deposit
in the
Custodial
Account
as of the close of
business
on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial
Account in connection
with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the
amount of any Advance made on the immediately
preceding
Certificate
Account
Deposit
Date with
respect to the Mortgage
Loans,
(iii) any
amount
deposited
in the
Certificate
Account on the related
Certificate
Account
Deposit Date
pursuant to
Section 3.12(a) in
respect of the
Mortgage
Loans,
(iv) any
amount that the Master
Servicer is not permitted to withdraw from the
Custodial
Account
pursuant to
Section 3.16(e) in
respect of the Mortgage
Loans and
(v) any
amount
deposited in the
Certificate
Account
pursuant to
Section 4.07
or 4.08 and any amounts
deposited in the Custodial
Account pursuant to Section 9.01,
reduced by (b) the sum as of the close of business on the
immediately
preceding
Determination Date
of:
(w) any
payments or
collections
consisting of prepayment
charges on the Mortgage
Loans that were received
during the related
Prepayment Period,
(x) the Amount Held for Future
Distribution and (y) amounts
permitted to be withdrawn by the Master Servicer from
the Custodial
Account
pursuant to
clauses (ii)-(x),
inclusive,
of
Section 3.10(a)
and (z) any Net Swap Payments owed to the Swap
Counterparty
and Swap
Termination
Payments
owed to the Swap
Counterparty
not due to a Swap
Counterparty
Trigger
Event for such
Distribution Date.
Balloon Loan:
Each of the Mortgage
Loans having an original
term to maturity that is shorter than the related
amortization
term.
Balloon
Payment:
With respect to any Balloon Loan, the related
Monthly
Payment payable on the stated maturity date of such
Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business
Day:
Any day other than (i) a
Saturday or a Sunday or (ii) a day on which
banking
institutions
in the States of
California,
New York,
Minnesota or Illinois (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.
Call Rights:
As defined in Section 9.01(e).
Calendar
Quarter:
A Calendar
Quarter
shall
consist of one of the
following
time
periods in any given
year:
January 1
through March 31, April 1 through June 30, July 1 though September
30, and October 1 through December 31
Capitalization
Reimbursement
Amount:
With
respect
to any
Distribution
Date,
the
amount of
unreimbursed
Advances
or
Servicing
Advances that were added to the Stated Principal
Balance of the related Mortgage Loans during the preceding
calendar month
and reimbursed to the Master Servicer or Subservicer
pursuant to
Section 3.10(a)(vii)
on or prior to such Distribution Date plus the
Capitalization
Reimbursement
Shortfall Amount remaining
unreimbursed
from any prior
Distribution Date and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date,
the amount,
if any, by which the amount of
Advances or Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage
Loans during the preceding
calendar
month
exceeds
the amount of
principal
payments
on the
Mortgage
Loans
included
in the
Available
Distribution
Amount for such
Distribution Date.
Cash
Liquidation:
With respect to any
defaulted
Mortgage
Loan other than a Mortgage
Loan as to which an REO
Acquisition
occurred,
a determination by the Master Servicer that it has received all
Insurance Proceeds,
Liquidation Proceeds and other payments
or cash
recoveries
which the Master
Servicer
reasonably
and in good faith expects to be finally
recoverable
with respect to such
Mortgage Loan.
Certificate:
Any Class A Certificate, Class M Certificate, Class SB Certificate
or Class R Certificate.
Certificate
Account:
The account or accounts created and maintained pursuant to Section
4.01,
which shall be entitled "U.S.
Bank National
Association as trustee,
in trust for the registered
holders of Residential
Asset Mortgage
Products,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
2006-SP4" and which account shall be held for the benefit of the
Certificateholders
and which must be an Eligible Account.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is registered in the
Certificate
Register,
except that
neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a
Class R
Certificate for any purpose hereof.
Solely for the
purpose
of giving
any
consent
or
direction
pursuant
to this
Agreement,
any
Certificate,
other than a Class R
Certificate,
registered in the name of the Depositor,
the Master Servicer or any Subservicer or any Affiliate thereof
shall be deemed
not to be outstanding
and the Percentage
Interest or Voting Rights
evidenced
thereby shall not be taken into account in determining
whether the
requisite
amount of
Percentage
Interests or Voting
Rights
necessary to effect any such consent or direction
has been
obtained.
All
references
herein to "Holders" or
"Certificateholders"
shall
reflect the rights of
Certificate
Owners as they may
indirectly
exercise such rights
through the Depository and
participating
members
thereof,
except as otherwise
specified
herein;
provided,
however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder"
only the Person in whose name
a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of such Certificate,
as
reflected on the books of an indirect
participating
brokerage
firm for which a
Depository
Participant
acts as agent,
if any, and
otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate
Principal Balance:
With respect to any Class A or Class M Certificate,
on any date of determination,
an amount
equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate as specified on the face thereof,
minus (ii) the sum of
(x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied
to reduce
the
Certificate
Principal
Balance
thereof
pursuant
to
Section 4.02(c) and
(y) the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed to have occurred in connection
with Realized
Losses which were
previously
allocated to such
Certificate (or any predecessor
Certificate)
pursuant to
Section 4.05,
provided,
that with respect to any
Distribution
Date, the
Certificate
Principal Balance of each class of Class A and Class M
Certificates to which a Realized Loss was previously allocated and
remains
unreimbursed
will be increased,
sequentially,
as follows:
first,
the Class A
Certificates on a pro rata basis,
then the
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6
Certificates,
in that order, to the extent of Realized Losses
previously allocated thereto and remaining
unreimbursed,
but only to the extent of Subsequent Recoveries received during the
previous
calendar month and available for distribution
pursuant to
Section 4.02(c)(xiii).
With respect to each Class SB
Certificate,
on any
date of determination,
an amount equal to the Percentage
Interest
evidenced by such Certificate times an amount equal to the excess,
if any, of (A) the then aggregate
Stated
Principal
Balance of the Mortgage Loans over (B) the then aggregate
Certificate
Principal
Balance of the Class A and Class M
Certificates
then
outstanding.
The Class R
Certificates
will not have a Certificate
Principal
Balance.
Certificate
Register
and
Certificate
Registrar:
The
register
maintained
and
the
registrar
appointed
pursuant
to
Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificate:
Any one of the Class A-1, Class A-2 or Class A-3 Certificates.
Class A Interest
Distribution
Amount:
With respect to each Class of Class A
Certificates
and any
Distribution
Date, the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the holders of such Class of Class A
Certificates
for such
Distribution Date, plus any related Accrued Certificate Interest
thereon remaining unpaid from any prior Distribution Date.
Class A
Margin:
With respect to the Class A-1
Certificates,
0.10% per annum and on any
Distribution
Date on or after the
second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.20% per
annum.
With
respect
to the
Class A-2
Certificates,
initially 0.17% per annum,
and on any
Distribution
Date on or after the second
Distribution
Date after the possible
Optional
Termination
Date,
0.34% per annum.
With
respect to the
Class A-3
Certificates,
initially
0.25% per annum,
and on any
Distribution Date on or after the second Distribution Date after
the first possible Optional Termination Date, 0.50% per annum.
Class A Net WAC Cap Shortfall:
With respect to each Class of the Class A
Certificates
and any
Distribution
Date for which
the Pass-Through
Rate for any such Class of Class A
Certificates is equal to the Net WAC Cap Rate, the excess, if any,
of (x) Accrued
Certificate
Interest on that Class of Certificates on such
Distribution
Date,
calculated at a rate equal to the lesser of (a) LIBOR
plus the related Class A Margin,
as calculated for such
Distribution
Date, and (b) the Maximum
Mortgage Loan Rate, over (y) Accrued
Certificate Interest on such Class of Class A Certificates for such
Distribution Date calculated at the Net WAC Cap Rate.
Class A Net WAC Cap Shortfall
Carry-Forward
Amount: With respect to each Class of Class A
Certificates and any Distribution
Date,
the sum of (a) the
aggregate
amount of Class A Net WAC Cap
Shortfall
for such Class on such
Distribution
Date plus (b) any
Class A Net WAC Cap Shortfall
Carry-Forward Amount for such Class remaining unpaid from the
preceding
Distribution Date, plus (c) one
month's interest on the amount in
clause (b) (based
on the number of days in the preceding
Interest
Accrual Period),
to the extent
previously
unreimbursed by the Excess Cash Flow pursuant to
Section 4.02(c)(xviii),
payments under the Yield
Maintenance
Agreement
pursuant to Section 4.09(c)(v) and Net Swap Payments pursuant to
Section 4.10(c)(v), at a rate equal to the related Pass-Through
Rate.
Class A
Principal
Distribution
Amount:
With respect to any Distribution Date (i) prior to the Stepdown
Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the
excess,
if any,
of
(A) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans
after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class A-1
Certificate:
Any one of the Class A-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A,
senior to the Class M Class SB and Class R Certificates with
respect
to distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a
"regular
interest" in REMIC II for purposes of the REMIC
Provisions
and (ii) the
right to receive the Class A Net WAC Cap Shortfall
Carry-Forward
Amount from the Excess Cash Flow, the Yield
Maintenance
Agreement and the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class A-2
Certificate:
Any one of the Class A-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M,
Class SB
and Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class A Net WAC
Cap Shortfall
Carry-Forward
Amount from the Excess Cash Flow the Yield
Maintenance
Agreement and the
Supplemental
Interest
Trust
Account and the Swap Agreement to the extent described herein.
Class A-3
Certificate:
Any one of the Class A-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M,
Class SB
and Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class A Net WAC
Cap Shortfall
Carry-Forward
Amount from the Excess Cash Flow the Yield
Maintenance
Agreement and the
Supplemental
Interest
Trust
Account and the Swap Agreement to the extent described herein.
Class M Certificate:
Any one of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates.
Class M Margin:
With respect to the Class M-1
Certificates,
initially 0.34% per annum, and on any
Distribution
Date on or
after the second
Distribution Date after the first possible Optional
Termination Date, 0.51% per annum. With respect to the Class M-2
Certificates,
initially
0.46% per
annum,
and on any
Distribution
Date on or after the
second
Distribution
Date after the first
possible
Optional
Termination Date, 0.69% per annum.
With respect to the Class M-3
Certificates,
initially 1.00% per annum, and on
any Distribution Date on or after the second
Distribution
Date after the first possible
Optional
Termination Date, 1.50% per annum.
With
respect
to the
Class M-4
Certificates,
initially
1.60%
per
annum,
and on any
Distribution
Date on or after
the
second
Distribution
Date after the first possible Optional
Termination
Date, 2.40% per annum.
With respect to the Class M-5
Certificates,
initially 2.50% per annum,
and on any Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination
Date,
3.75% per annum.
With respect to the Class M-6
Certificates,
initially 2.50% per annum,
and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional Termination Date, 3.75% per annum.
Class M Net WAC Cap Shortfall:
With respect to each Class of the Class M
Certificates
and any
Distribution
Date for which
the
Pass-Through
Rate for any such
Class of
Certificates
is equal to the Net WAC Cap Rate,
the
excess,
if any,
of
(x) Accrued
Certificate
Interest on that Class of Certificates on such
Distribution
Date, using the lesser of (a) LIBOR plus the related Class M
Margin,
as calculated for such
Distribution
Date, and (b) the Maximum Mortgage Loan Rate, over (y) Accrued
Certificate
Interest on
such Class of Class M Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class M
Net WAC Cap
Shortfall
Carry-Forward
Amount:
With
respect
to each
Class
of the
Class M
Certificates
and any
Distribution
Date, the sum of (a) the
aggregate amount of Class M Net WAC Cap Shortfall for each such
Class on such Distribution Date
plus (b) any
Class M Net WAC Cap Shortfall
Carry-Forward
Amount for such Classes
remaining
unpaid from the preceding
Distribution
Date,
plus
(c) one
month's
interest on the amount in
clause (b) (based
on the number of days in the
preceding
Interest
Accrual
Period),
to the extent
previously
unreimbursed by the Excess Cash Flow pursuant to
Section 4.02(c)(xviii)
payments under the Yield
Maintenance
Agreement
pursuant to Section
4.09(c)(v) and Net Swap Payments
pursuant to Section
4.10(c)(v),
at a rate equal to the
related Pass-Through Rate.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions and (ii)
the right
to receive the Class M Net WAC Cap Shortfall
Carry-Forward
Amount from the Excess Cash Flow the Yield
Maintenance
Agreement and the
Supplemental Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-1 Interest
Distribution
Amount: With respect to the Class M-1
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-1
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the Class A
Principal Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A
Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount for that Distribution Date)
and (2) the Certificate
Principal
Balance of the Class M-1
Certificates
immediately
prior to that
Distribution Date over
(B) the
lesser of (x) the
product of (1) the applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-3,
Class M-4,
Class M-5,
Class M-6, Class SB
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions and (ii)
the right to
receive
the
Class M Net WAC Cap
Shortfall
Carry-Forward
Amount
from
Excess
Cash Flow the Yield
Maintenance
Agreement
and the
Supplemental Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-2 Interest
Distribution
Amount: With respect to the Class M-2
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-2
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the Class A
Principal Distribution Amount and the Class M-1 Principal
Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A
Certificates and Class M-1
Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount
and the Class M-1 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the
Class M-2
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B,
senior to the Class M-4,
Class M-5,
Class M-6 Class SB and Class R
Certificates
with respect to distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated
as a "regular
interest"
in REMIC II
for purposes of the REMIC
Provisions
and
(ii) the
right to receive the
Class M Net WAC Cap Shortfall
Carry-Forward Amount from Excess Cash Flow the Yield Maintenance
Agreement and the Supplemental Interest
Trust Account and the Swap Agreement to the extent described
herein.
Class M-3 Interest
Distribution
Amount: With respect to the Class M-3
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-3
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount and
Class M-2
Principal
Distribution
Amount
or
(ii) on
or after
the
Stepdown
Date if a
Trigger
Event is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class
A,
Class M-1 and Class M-2 Principal Distribution Amounts; and
(ii)
the excess,
if any, of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1 and Class M-2 Certificates (after taking into account the
payment of the Class A,
Class M-1 and Class M-2 Principal
Distribution
Amounts for that
Distribution
Date) and (2) the Certificate
Principal
Balance of the Class M-3
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans
after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto
as
Exhibit B,
senior
to the
Class M-5,
Class
M-6,
Class SB
and
Class R
Certificates
with respect to distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated
as a "regular
interest"
in REMIC II
for purposes of the REMIC
Provisions
and
(ii) the
right to receive the
Class M Net WAC Cap Shortfall
Carry-Forward
Amount from the Excess Cash Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest Trust Account and the Swap Agreement to the extent
described herein.
Class M-4 Interest
Distribution
Amount: With respect to the Class M-4
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount and Class M-3 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class
A,
Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts;
and
(ii)
the excess,
if any, of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2 and Class M-3 Certificates (after taking into account the
payment of the Class A,
Class M-1,
Class M-2
and Class M-3
Principal
Distribution
Amounts for that Distribution
Date) and (2) the Certificate
Principal Balance of the
Class M-4
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B,
senior to the Class M-6,
Class SB and Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class M Net WAC
Cap Shortfall
Carry-Forward Amount from Excess Cash Flow the Yield Maintenance
Agreement and the Supplemental
Interest Trust Account
and the Swap Agreement to the extent described herein.
Class M-5 Interest
Distribution
Amount: With respect to the Class M-5
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount and Class M-4
Principal
Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class
A,
Class M-1, Class M-2, Class M-3 and Class M-4 Principal
Distribution Amounts; and
(ii)
the excess,
if any, of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the Class A, Class M-1,
Class M-2,
Class M-3
and
Class M-4
Principal
Distribution
Amounts for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-5
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans
after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date,
over the Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B,
senior to the Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a
"regular
interest" in REMIC II for purposes of the REMIC
Provisions
and (ii) the
right to receive the Class M Net WAC Cap Shortfall
Carry-Forward
Amount from Excess Cash Flow the Yield
Maintenance
Agreement and the Supplemental
Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M-6 Interest
Distribution
Amount: With respect to the Class M-6
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount and Class
M-5
Principal
Distribution
Amount or (ii) on or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution
Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class
A,
Class M-1, Class M-2, Class M-3, Class M-4 Principal Distribution
Amounts and Class M-5 Principal Distribution Amounts; and
(ii)
the excess,
if any, of (A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4
and
Class M-5
Principal
Distribution
Amounts
for that
Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-6
Certificates
immediately prior to that Distribution Date over (B) the lesser
of (x) the
product of (1) the applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions
to be
made
on that
Distribution Date, over the Overcollateralization Floor.
Class R Certificate:
Collectively, the Class R-I Certificates and Class R-II
Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in
REMIC I for purposes of the REMIC Provisions.
Class R-II
Certificate:
Any one of the Class R-II
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in
REMIC II for purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit D,
subordinate to the Class A
Certificates
and Class M
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
an interest
comprised of "regular
interests" in REMIC II
together with certain rights to payments under the Yield
Maintenance
Agreement and the
Swap Agreement for purposes of the REMIC Provisions.
Closing Date:
December 8, 2006.
Code:
The Internal Revenue Code of 1986, as amended.
Commission:
The Securities and Exchange Commission.
Cooperative:
A
private,
cooperative
housing
corporation
which
owns or
leases
land
and all or part of a
building
or
buildings,
including
apartments,
spaces
used for
commercial
purposes
and
common
areas
therein
and whose
board of
directors
authorizes, among other things, the sale of Cooperative Stock.
Cooperative
Apartment:
A
dwelling
unit in a
multi-dwelling
building
owned or leased by a
Cooperative,
which
unit the
Mortgagor has an exclusive right to occupy pursuant to the terms of
a proprietary lease or occupancy agreement.
Cooperative
Lease:
With respect to a Cooperative
Loan,
the
proprietary
lease or occupancy
agreement with respect to the
Cooperative
Apartment
occupied by the Mortgagor and relating to the related
Cooperative
Stock,
which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative
Loans:
Any of the Mortgage
Loans made in respect of a Cooperative
Apartment,
evidenced by a Mortgage Note and
secured by (i) a Security
Agreement,
(ii) the related
Cooperative Stock
Certificate,
(iii) an assignment of the Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar
instrument),
and ancillary thereto, a recognition
agreement between
the
Cooperative and the originator of the
Cooperative
Loan,
each of which was
transferred and assigned to the Trustee
pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative
Stock: With respect to a Cooperative Loan, the single outstanding
class of stock,
partnership
interest or other
ownership instrument in the related Cooperative.
Cooperative Stock
Certificate:
With respect to a Cooperative Loan, the stock certificate or other
instrument
evidencing the
related Cooperative Stock.
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement shall be
administered,
which office at the date of the execution of this instrument is
located at U.S.
Bank
National
Association,
EP-MN-WS3D,
60
Livingston
Avenue,
St.
Paul,
Minnesota
55107-2292,
Attention:
Structured
Finance
Services/RAAC Series 2006-SP4.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The
custodial
account or accounts
created and
maintained
pursuant to
Section 3.07
in the name of a
depository
institution,
as custodian
for the holders of the
Certificates,
for the holders of certain
other
interests in mortgage
loans serviced or sold by the Master Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial
Agreement:
An
agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a
Custodian in substantially the form of Exhibit F hereto.
Custodian:
A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date:
November 1, 2006.
Cut-off Date Balance:
$309,326,561.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof at the Cut-off Date
after giving effect to all
installments
of principal due on or prior thereto (or due during the month of
the Cut-off
Date),
whether
or not received.
Debt Service
Reduction:
With respect to any Mortgage
Loan, a reduction in the scheduled
Monthly
Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such
a reduction
constituting a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Defaulting Party:
As defined in the Swap Agreement.
Deferred
Interest:
With
respect to any Neg Am Loan,
as of any Due Date,
the amount,
if any, by which the
Mortgage
Loan
Accrued
Interest
for such Due Date
exceeds the
Monthly
Payment
for such Due Date and which
amount,
pursuant to the terms of the
Mortgage Note, is added to the Stated Principal Balance of the
Mortgage Loan.
Deferred
Interest
Shortfall:
With respect to any Class of the Class A and Class M
Certificates and any
Distribution
Date
for which Deferred
Interest exists and upon which the Accrued
Certificate
Interest on the Class A and Class M
Certificates
exceeds
the
Available
Distribution
Amount on such
Distribution
Date,
the lesser of (a) such
excess and (b) the
amount of such
Deferred
Interest.
Deficient
Valuation:
With respect to any Mortgage
Loan, a valuation by a court of competent
jurisdiction
of the Mortgaged
Property
in an amount
less than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any
reduction
in the
amount of
principal to be paid in connection with any scheduled
Monthly
Payment that
constitutes a permanent
forgiveness of principal,
which
valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted Mortgage Loan:
A Mortgage Loan replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: "30 to 59 days" or "30 or more days"
delinquent
when a
payment due on any
scheduled due date remains
unpaid as of the close of business on the next
following
monthly
scheduled due date;
"60 to 89 days" or "60 or more
days"
delinquent
when a
payment
due on any
scheduled
due date
remains
unpaid as of the close of
business on the second
following
monthly
scheduled due date; and so on. The
determination
as to whether a Mortgage Loan falls into
these
categories
is made as of the close of business on the last
business
day of each month.
For example,
a Mortgage
Loan with a
payment
due on July 1 that
remained
unpaid as of the close of
business
on August 31 would then be
considered
to be 30 to 59 days
delinquent.
Delinquency
information
as of the
Cut-off
Date is
determined
and
prepared
as of the close of
business on the last
business day immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The
Depository
Trust
Company,
or any
successor
Depository
hereafter
named.
The
nominee
of the
initial
Depository for purposes of registering
those
Certificates
that are to be Book-Entry
Certificates is Cede & Co. The Depository shall
at all times be a "clearing
corporation"
as defined in
Section 8-102(a)(5)
of the Uniform
Commercial Code of the State of New York
and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer, bank or other financial
institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Derivative
Contract:
Any ISDA Master
Agreement,
together with the related Schedule and
Confirmation,
entered into by the
Trustee and a Derivative Counterparty in accordance with Section
4.11.
Derivative Counterparty:
Any counterparty to a Derivative Contract as provided in Section
4.11.
Destroyed Mortgage Note:
A Mortgage Note the original of which was permanently lost or
destroyed and has not been replaced.
Determination
Date:
With
respect to any
Distribution
Date,
the 20th day (or if such 20th day is not a Business
Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Disqualified
Organization:
Any organization defined as a "disqualified
organization" under
Section 860E(e)(5) of the Code,
which includes any of the following:
(i) the
United States,
any State or political subdivision thereof, any possession of the
United
States, or any agency or instrumentality
of any of the foregoing (other than an
instrumentality
which is a corporation if all of its
activities
are subject to tax and,
except for Freddie Mac, a majority of its board of directors is not
selected by such
governmental
unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing,
(iii) any
organization
(other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income) and (iv) rural
electric and telephone
cooperatives
described in
Section 1381(a)(2)(C) of
the Code. A Disqualified
Organization
also includes any
"electing large partnership," as defined in Section 775(a) of
the Code and any other Person so designated by the Trustee based
upon an
Opinion of Counsel
that the
holding of an
Ownership
Interest
in a Class R
Certificate
by such
Person may cause any REMIC or any
Person
having an Ownership
Interest in any Class of
Certificates
(other than such Person) to incur a liability
for any federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership
Interest in a Class R
Certificate
to
such Person. The terms "United States",
"State" and "international
organization" shall have the meanings set forth in Section 7701 of
the Code or successor provisions.
Distribution
Date: The 25th day of any month beginning in the month
immediately
following the month of the initial issuance
of the Certificates or, if such 25th day is not a Business Day, the
Business Day immediately following such 25th day.
DTC Letter:
The Letter of
Representations,
dated December 8,
2006,
between the Trustee,
on behalf of the Trust Fund, and
the Depository.
Due Date:
With respect to any
Distribution
Date and any Mortgage
Loan,
the day during the related Due Period on which the
Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Eligible
Account:
An
account
that
is
any
of the
following:
(i) maintained
with a
depository
institution
the
debt
obligations
of which have been rated by each
Rating
Agency in its
highest
rating
available,
or (ii) an
account or accounts in a
depository
institution in which such accounts are fully insured to the limits
established by the FDIC,
provided that any deposits not
so insured shall,
to the extent
acceptable to each Rating Agency,
as evidenced in writing,
be maintained such that (as evidenced by
an Opinion of Counsel
delivered
to the Trustee
and each Rating
Agency) the
registered
Holders of
Certificates
have a claim with
respect to the funds in such
account or a
perfected
first
security
interest
against
any
collateral
(which
shall be limited to
Permitted
Investments)
securing
such funds
that is
superior
to claims of any other
depositors
or
creditors
of the
depository
institution
with which such
account is
maintained,
or
(iii) in
the case of the
Custodial
Account,
a trust
account or accounts
maintained in the corporate trust
department of U.S. Bank National
Association,
or (iv) in the case of the
Certificate
Account and
the Yield Maintenance
Deposit Account, a trust account or accounts
maintained in the corporate trust department of U.S. Bank National
Association
or (v) an
account or accounts of a depository
institution
acceptable
to each Rating Agency (as evidenced in writing by
each
Rating
Agency
that use of any such
account as the
Custodial
Account or the
Certificate
Account
will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the
then-current
rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible
Master
Servicing
Compensation:
With respect to any
Distribution
Date,
an amount equal to
Prepayment
Interest
Shortfalls
resulting from Principal
Prepayments in Full or Curtailments
during the related
Prepayment Period, but not more than the
lesser of
(a) one-twelfth
of 0.125% of the Stated Principal
Balance of the Mortgage Loans
immediately
preceding such
Distribution
Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial
Account and the
Certificate
Account
and amounts payable to the
Certificateholders
with respect to such Distribution
Date and servicing
compensation to which the Master
Servicer may be entitled
pursuant to
Section 3.10(a)(v) and
(vi)
provided
that for purposes of this
definition
the amount of the
Servicing
Fee will not be reduced
pursuant
to
Section 7.02(a) except
as may be
required
pursuant
to the last
sentence
of such
Section 7.02(a).
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
Excess
Cash Flow:
With
respect to the
Mortgage
Loans and any
Distribution
Date,
an amount
equal to the sum of (A) the
excess of (1) the Available
Distribution
Amount for that Distribution Date over (2) the sum of (x) the
Interest
Distribution
Amount
for that
Distribution
Date and (y) the
Principal
Remittance
Amount for that
Distribution
Date and (B) the
Overcollateralization
Reduction Amount, if any, for that Distribution Date.
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a) the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount for such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Fannie Mae:
Fannie Mae, a federally
chartered
and privately
owned
corporation
organized
and existing
under the Federal
National Mortgage Association Charter Act, or any successor
thereto.
FDIC:
The Federal Deposit Insurance Corporation or any successor thereto.
FHA:
The Federal Housing Administration, or its successor.
Final Certification:
As defined in Section 2.02.
Final
Distribution
Date: The Distribution
Date on which the final
distribution in respect of the Certificates will be made
pursuant
to
Section 9.01,
which Final
Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period
described in Section 9.02.
Final Scheduled
Distribution
Date: With respect to the Class A,
Class M and Class SB
Certificates,
solely for purposes of
the face of the
Certificates,
the
Distribution
Date in November 2036. No event of default under this Agreement
will arise or become
applicable
solely by reason of the
failure
to retire
the entire
Certificate
Principal
Balance of any Class of Class A or Class M
Certificates on or before its Final Scheduled Distribution Date.
Fitch:
Fitch Ratings, Inc., or its successor in interest.
Fixed Swap Payment:
With respect to any Distribution
Date on or prior to the
Distribution
Date in November 2011, an amount
equal to the product of (x) a fixed rate equal to 4.487% per annum,
(y) the
Swap
Agreement
Notional
Balance for that
Distribution
Date and (z) a fraction,
the numerator of which is (a) 18 for the
Distribution
Date in December 2006 and (b) 30 for any Distribution
Date occurring after the Distribution Date in December 2006, and
the denominator of which is 360.
Floating
Swap
Payment:
With respect to any
Distribution
Date on or prior to the
Distribution
Date in November
2011, an
amount equal to the product of (x) One-Month
LIBOR as
determined
pursuant to the swap
agreement,
(y) the Swap
Agreement
Notional
Balance for that
Distribution
Date and (z) a fraction,
the numerator of which is (a) 18 for the
Distribution
Date in December 2006
and (b) the
actual
number of days in the related
calculation
period as provided in the Swap
Agreement
for any
Distribution
Date
occurring after the Distribution Date in December 2006, and the
denominator of which is 360.
Foreclosure
Profits:
With respect to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess,
if any,
of
Liquidation
Proceeds,
Insurance
Proceeds
and REO
Proceeds
(net of all
amounts
reimbursable
therefrom
pursuant to
Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for which a Cash
Liquidation or REO Disposition
occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property
(determined,
in the case
of an
REO Disposition,
in
accordance
with
Section 3.14)
plus
accrued
and unpaid
interest at the
Mortgage
Rate on such unpaid
principal
balance from the Due Date to which
interest
was last paid by the
Mortgagor
to the first day of the month
following
the
month in which such Cash Liquidation or REO Disposition occurred.
Freddie Mac:
The Federal
Home Loan
Mortgage
Corporation,
a corporate
instrumentality
of the United
States
created and
existing under Title III of the Emergency Home Finance Act of 1970,
as amended, or any successor thereto.
Gross Margin:
With respect to each
adjustable
rate Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage
Note and indicated in Exhibit G
hereto as the "NOTE MARGIN," which
percentage is added to the related Index on each
Adjustment
Date
to determine
(subject to rounding in accordance
with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O
that are subject to special rules,
disclosure
requirements
and other provisions that were added to the Federal Truth in
Lending Act by the Home Ownership and Equity Protection Act of
1994.
Independent:
When used with
respect to any
specified
Person,
means such a Person
who (i) is in fact
independent
of the
Depositor,
the Master Servicer and the Trustee,
or any Affiliate
thereof,
(ii) does not have any direct
financial
interest or any
material indirect
financial
interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate
thereof,
and (iii) is
not
connected
with the
Depositor,
the Master
Servicer or the
Trustee as an officer,
employee,
promoter,
underwriter,
trustee,
partner, director or person performing similar functions.
Index:
With respect to any
adjustable
rate
Mortgage
Loan and as to any
Adjustment
Date
therefor,
the related index as
stated in the related Mortgage Note.
Initial
Certificate
Principal
Balance:
With respect to each Class of Certificates
(other than the Class R
Certificates),
the
Certificate
Principal
Balance of such Class of
Certificates
as of the Closing Date as set forth in the
Preliminary
Statement
hereto.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other
related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee
under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released
to the Mortgagor in accordance with the procedures
that the Master Servicer would follow in servicing
mortgage loans held for its own
account.
Interest Accrual Period:
With respect to the Class A and Class M
Certificates,
(i) with respect to the Distribution Date in
December 2006, the period
commencing on the Closing Date and ending on the day preceding the
Distribution
Date in December 2006, and
(ii) with
respect to any
Distribution
Date after the Distribution
Date in December 2006, the period
commencing on the Distribution
Date in the month
immediately
preceding
the month in which
such
Distribution
Date
occurs and
ending on the day
preceding
such
Distribution Date. With respect to the Class SB Certificates and
any Distribution Date, the prior calendar month.
Interest Distribution Amount: The sum of the Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6
Interest Distribution Amounts.
Interim Certification:
As defined in Section 2.02.
Interested
Person: As of any date of
determination,
the Depositor,
the Master Servicer,
the Trustee,
any Mortgagor,
any
Manager of a Mortgaged Property, or any Person known to a
Responsible Officer of the Trustee to be an Affiliate of any of
them.
Late
Collections:
With respect to any Mortgage Loan, all amounts
received
during any Due Period,
whether as late payments
of Monthly
Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
LIBOR:
With respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other than (i) a
Saturday
or Sunday or (ii) a day on which
banking
institutions
in London,
England are required or authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Limited Repurchase Right Holder:
RFC Asset Holdings II, Inc., or its successor.
Liquidation
Proceeds:
Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking
of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation
or in connection with the liquidation of a
defaulted Loan through trustee's sale, foreclosure sale or
otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio:
As of any date,
the
fraction,
expressed
as a
percentage,
the
numerator
of which is the
current
principal
balance of the related
Mortgage Loan at the date of
determination
(plus,
in the case of a junior lien Mortgage Loan, the
principal
balance of the Senior Mortgage Loan on the Related
Mortgaged
Property) and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Marker Rate: With respect to the Class SB
Certificates or the REMIC II Regular
Interest SB-IO and any
Distribution
Date, a
per annum rate equal to two (2) multiplied by the weighted average
of the
Uncertificated
REMIC I
Pass-Through Rates for each REMIC I
Regular
Interest
(other than the REMIC I
Regular
Interest
AA) with the rates on each such
REMIC I
Regular
Interest
(other than
REMIC I
Regular
Interest ZZ) subject to a cap equal to the
Pass-Through
Rate for the
corresponding
Class for such REMIC I Regular
Interest, and the rate on REMIC I Regular Interest ZZ subject to a
cap of zero, in each case for purposes of this calculation.
Maturity
Date:
With
respect to each Class of
Certificates
representing
ownership of regular
interest or
Uncertificated
Regular
Interests
issued
by
each
of
REMIC I
and
REMIC II
the
latest
possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, by which the Certificate Principal
Balance of each such Class of Certificates
representing
a
regular
interest
in the Trust
Fund
would be
reduced
to zero,
which is,
for each
such
regular
interest,
the
Distribution
Date in November
2036,
which is the
Distribution
Date
occurring in the month
following the last
scheduled
monthly
payment of the Mortgage Loans.
Maximum
Mortgage Loan Rate: With respect to the Class A and Class M
Certificates
and any Interest
Accrual
Period,
14.00%
per annum.
Maximum
Mortgage
Rate:
With respect to any adjustable
rate Mortgage
Loan,
the rate indicated in Exhibit G
hereto as the
"NOTE
CEILING,"
which rate is the maximum
interest
rate that may be applicable
to such
adjustable
rate Mortgage Loan at any time
during the life of such Mortgage Loan.
Maximum Net Mortgage
Rate:
With respect to any
adjustable
rate
Mortgage Loan and any date of
determination,
the Maximum
Mortgage Rate minus the sum of (i) the
Subservicing
Fee Rate and (ii) the
Servicing Fee Rate and, as to any fixed rate Mortgage Loan
and any class of determination, the Net Mortgage Rate thereof.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the laws of the State of
Delaware, or any successor thereto.
MERS(R)System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Minimum
Mortgage
Rate:
With respect to any
adjustable
rate Mortgage Loan, the greater of (i) the Note Margin and (ii) the
rate
indicated in Exhibit G
hereto as the "NOTE FLOOR",
which rate may be applicable
to such
adjustable
rate Mortgage Loan at any
time during the life of such adjustable rate Mortgage Loan and, as
to any fixed rate Mortgage Loan and any date of
determination,
the
Net Mortgage Rate thereof.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Mortgage
Rate:
With respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Mortgage
Rate, minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was reduced.
Modified
Net
Mortgage
Rate:
With respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Net
Mortgage Rate, minus the rate per annum by which the Mortgage Rate
on such Mortgage Loan was reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage
Loan,
solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at
the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including
any REO
Property)
and the Due Date in any Due Period,
the
payment of principal
and interest due thereon in accordance
with the
amortization
schedule at the time
applicable
thereto
(after
adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but before any adjustment to such
amortization
schedule by reason of any
bankruptcy,
other than a Deficient
Valuation,
or similar
proceeding
or any
moratorium or
similar
waiver or grace period and before any
Servicing
Modification
that
constitutes
a reduction
of the
interest
rate on such
Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successor in interest.
Mortgage:
With respect to each Mortgage Note related to a Mortgage
Loan,
the
mortgage,
deed of trust or other
comparable
instrument creating a first or junior lien on an estate in fee
simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage File:
The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage
Loan
Accrued
Interest:
With
respect
to each Neg Am Loan and each Due Date,
the
aggregate
amount of
interest
accrued at the Mortgage
Rate in respect of such
Mortgage
Loan since the
preceding Due Date (or in the case of the initial Due Date,
since the
Cut-off
Date) to but not
including
such Due Date with
respect
to which the
Mortgage
Loan
Accrued
Interest
is being
calculated in accordance with the terms of such Mortgage Loan,
after giving effect to any previous
Principal
Prepayments,
Deficient
Valuation or Debt Service Reduction in respect of such Neg Am Loan.
Mortgage
Loan
Schedule:
The lists of the
Mortgage
Loans
attached
hereto as
Exhibit G
(as amended from time to time to
reflect the addition of Qualified
Substitute
Mortgage Loans),
which lists shall set forth at a minimum the following
information as
to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[Reserved];
(iii)
the maturity of the Mortgage Note ("MATURITY
DATE" or "MATURITY DT") for Mortgage Loans and if such Loan is
a Balloon Loan, the amortization thereof;
(iv)
the Mortgage Rate as of origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date for an adjustable rate
Mortgage Loan ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the scheduled
monthly
payment of principal,
if any, and interest as of the Cut-off Date ("ORIGINAL P & I"
or "CURRENT P & I" for the adjustable rate Mortgage Loans);
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T",
"BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a
second or vacation residence (the absence of any such code means
the Mortgage Loan is secured by a primary residence);
(xi)
a code "N" under the column
"OCCP
CODE",
indicating
that the
Mortgage
Loan is
secured by a
non-owner
occupied residence (the absence of any such code means the Mortgage
Loan is secured by an owner occupied residence);
(xii)
the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii)
the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv)
the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv)
the first Adjustment Date after the Cut-off Date for the adjustable
rate Mortgage Loans ("NXT INT CHG DT");
(xvi)
the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC
DECR" or "PERIODIC INCR"); and
(xvii)
(the rounding of the
semi-annual
or annual
adjustment to the Mortgage Rate with respect to the adjustable
rate Mortgage Loans ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively
set forth all of the information required.
Mortgage Loans:
Such of the mortgage loans
transferred and assigned to the Trustee
pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund, the
Mortgage Loans
originally so held being
identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund
including,
without
limitation,
(i) with respect to each
Cooperative
Loan, the related
Mortgage
Note,
Security
Agreement,
Assignment of Proprietary
Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect
to each
Mortgage
Loan
other than a
Cooperative
Loan,
each
related
Mortgage
Note,
Mortgage
and
Mortgage
File and all rights
appertaining thereto.
Mortgage Note:
The originally
executed note or other evidence of
indebtedness
evidencing the
indebtedness
of a Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate:
With respect to any Mortgage Loan, the interest rate borne by the
related
Mortgage Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on the adjustable
rate Mortgage Loans will adjust on each
Adjustment
Date to equal the sum (rounded to the nearest
multiple of
one-eighth of one percent
(0.125%) or up to the nearest
one-eighth of one
percent,
which are indicated by a "U" on Exhibit G,
except in the case of the adjustable
rate Mortgage Loans
indicated by an "X" on
Exhibit G
or hereto
under the
heading
"NOTE
METHOD"),
of the
related
Index plus the Note
Margin,
in each case
subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage
Rate.
Mortgaged
Property:
The
underlying
real property
securing a Mortgage
Loan, or with respect to a
Cooperative
Loan,
the
related Cooperative Lease and Cooperative Stock.
Mortgagor:
The obligor on a Mortgage Note.
Neg Am Loan:
Any Mortgage Loan providing for negative amortization, as indicated
in the Mortgage Loan Schedule.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage
Rate for such
Mortgage
Loan as of such date
minus the sum of
(i) the
related
Servicing
Fee Rate and
(ii) the
related
Subservicing Fee Rate.
Net Swap
Payment:
With respect to each
Distribution
Date, the net payment required to be made pursuant to the terms of
the
Swap Agreement
by either the
Swap Counterparty
or the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest
Trust, which net payment shall not take into account any Swap
Termination Payment.
Net WAC Cap Rate:
With
respect to any
Distribution
Date,
a per annum rate (which will not be less than zero) equal to the
excess of (i) the product of (a) the
weighted
average of the Net Mortgage Rates of the Mortgage Loans using the
Net Mortgage Rates in
effect for the
scheduled
payments
due on such
Mortgage
Loans
during the related Due Period,
and (b) a
fraction
expressed
as a
percentage,
the numerator of which is 30 and the
denominator
of which is the actual number of days in the related
Interest
Accrual
Period,
over (ii) the
product of (a) a fraction
expressed as a percentage the numerator of which is the product of
(x) the amount of
any Net Swap Payments or Swap Termination
Payments not due to a Swap
Counterparty
Trigger Event owed to the Swap
Counterparty as of
such
Distribution
Date and (y) 12, and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans as of
such
Distribution
Date, and (b) a fraction
expressed as a percentage,
the numerator of which is 30 and the
denominator of which is
the
actual
number of days in the
related
Interest
Accrual
Period.
For
federal
income
tax
purposes,
however,
the
foregoing
is expressed as a per annum rate equal to the weighted average of
the Uncertificated
REMIC I Pass-Through Rates on the REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC I Regular Interest.
Net WAC Cap Shortfall:
Any Class A Net WAC Cap Shortfall or Class M Net WAC Cap Shortfall.
Net WAC Cap Shortfall
Carry-Forward
Amount:
Any Class A Net WAC Cap
Shortfall
Carry-Forward
Amount,
Class M Net WAC Cap
Shortfall Carry-Forward Amount.
Non-Primary
Residence
Loans:
The Mortgage
Loans
designated as secured by second or vacation
residences,
or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously made or proposed to be made by the Master Servicer or
Subservicer in respect
of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment of the Master
Servicer,
will not, or, in
the case of a proposed Advance,
would not, be ultimately
recoverable by the Master Servicer from related Late Collections,
Insurance
Proceeds,
Liquidation
Proceeds or REO
Proceeds.
To the extent
that any
Mortgagor
is not
obligated
under the
related
Mortgage
documents to pay or reimburse any portion of any Advances that are
outstanding
with respect to the related
Mortgage Loan as a result
of a modification
of such Mortgage Loan by the Master
Servicer,
which forgives
amounts which the Master Servicer or Subservicer had
previously
advanced,
and the Master
Servicer
determines
that no other
source of payment or
reimbursement
for such
advances
is
available to it, such Advances shall be deemed to be
Nonrecoverable
Advances.
The
determination
by the Master Servicer that it has
made a Nonrecoverable
Advance shall be evidenced by an Officer's
Certificate
delivered to the Depositor,
the Trustee and the Master
Servicer setting forth such
determination,
which shall include any other
information or reports obtained by the Master Servicer such
as
property
operating
statements,
rent
rolls,
property
inspection
reports
and
engineering
reports,
which may
support
such
determinations.
Notwithstanding
the above,
the Trustee shall be entitled to rely upon any
determination by the Master Servicer that
any Advance
previously made is a
Nonrecoverable
Advance or that any proposed
Advance,
if made,
would
constitute a Nonrecoverable
Advance.
Nonsubserviced
Mortgage
Loan:
Any Mortgage Loan that, at the time of reference
thereto,
is not subject to a
Subservicing
Agreement.
Note Margin:
With respect to each
adjustable
rate Mortgage
Loan, the fixed
percentage
set forth in the related
Mortgage
Note and
indicated in
Exhibit G
hereto as the "NOTE
MARGIN,"
which
percentage
is added to the Index on each
Adjustment
Date to
determine
(subject to rounding in accordance
with the related
Mortgage
Note,
the Periodic
Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
adjustable rate Mortgage Loan until the next Adjustment Date.
Notional Amount:
With respect to the Class SB
Certificates or the REMIC II Regular Interest SB-IO,
immediately prior to any
Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC I Regular Interests.
Officer's
Certificate:
A certificate
signed by the Chairman of the Board, the President,
a Vice President,
Assistant Vice
President,
Director,
Managing
Director,
the
Treasurer,
the
Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the
Depositor or the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel:
A written opinion of counsel
acceptable to the Trustee and the Master
Servicer,
who may be counsel for
the
Depositor
or the Master
Servicer,
provided
that any opinion of counsel
(i) referred
to in the
definition
of
"Disqualified
Organization"
or
(ii) relating
to the
qualification
of REMIC I or REMIC II as REMICs or compliance with the REMIC
Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or after which the Stated
Principal
Balance (after giving effect to
distributions to be made on such Distribution Date) of the Mortgage
Loans is less than 10.00% of the Cut-off Date Balance.
Outstanding
Mortgage Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan (including an REO Property) that
was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO
Disposition
and that was not purchased,
deleted or
substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be made on such
Distribution
Date over
(b) the aggregate
Certificate
Principal
Balance of the Class A and Class M
Certificates as of such date, before taking into account
distributions of principal to be made on that Distribution Date.
Overcollateralization Floor:
An amount equal to the product of 0.50% and the Cut-off Date
Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, an amount equal to the lesser of (i) the sum
of (a) Excess Cash Flow for that
Distribution
Date available to make payments
pursuant to Section
4.02(c)(xi),
amounts received by
the Trust on that
Distribution
Date
available
to make
payments
pursuant
to
Section
4.09(c)(ii)
and
amounts
received
by the
Supplemental
Interest Trust on that Distribution Date available to make payments
pursuant to Section
4.10(c)(ii) and (ii) the excess,
if any, of (x) the Required
Overcollateralization
Amount for that
Distribution
Date over (y) the
Overcollateralization
Amount for
that Distribution Date.
Overcollateralization
Reduction
Amount:
With respect to any
Distribution
Date for which the Excess
Overcollateralization
Amount is, or would be, after taking into account all other
distributions to be made on such Distribution
Date, greater than zero, an
amount
equal to the
lesser
of
(i) the
Excess
Overcollateralization
Amount
for that
Distribution
Date and
(ii) the
Principal
Remittance Amount for such Distribution Date.
Ownership
Interest:
With respect to any Certificate,
any ownership or security interest in such Certificate,
including any
interest in such
Certificate as the Holder thereof and any other interest
therein,
whether direct or indirect,
legal or beneficial,
as owner or as pledgee.
Pass-Through
Rate: With respect to the Class A
Certificates
and each Interest Accrual Period, a per annum rate equal to the
least of (i) LIBOR plus the related Class A Margin,
(ii) the
Maximum
Mortgage Loan Rate and (iii) the Net WAC Cap Rate. With respect
to the Class M
Certificates
and each
Interest
Accrual
Period,
a per annum rate equal to the least of
(i) LIBOR
plus the related
Class M Margin, (ii) the Maximum Mortgage Loan Rate and (iii) the
Net WAC Cap Rate.
With respect to the Class SB
Certificates
or the REMIC II
Regular
Interest SB-IO, a per annum rate equal to the percentage
equivalent
of a
fraction,
the
numerator
of which
is
(x) the
sum,
for each
REMIC I
Regular
Interest,
of the
excess
of the
Uncertificated
REMIC I
Pass-Through
Rate for such
REMIC I
Regular
Interest
over the Marker Rate,
applied to the
Uncertificated
Notional Amount and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests.
Paying Agent:
U.S. Bank National Association, or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With respect to any Class A and Class M
Certificate,
the undivided
percentage
ownership interest in
the related
Class
evidenced by such
Certificate,
which
percentage
ownership
interest
shall be equal to the Initial
Certificate
Principal
Balance
thereof
divided by the aggregate
Initial
Certificate
Principal
Balance of all of the
Certificates of the same
Class. The Percentage Interest with respect to a Class SB
Certificate or Class R Certificate shall be stated on the face
thereof.
Periodic
Cap:
With respect to each
adjustable
rate
Mortgage
Loan,
the periodic rate cap that limits the increase or the
decrease of the related Mortgage Rate on any Adjustment Date
pursuant to the terms of the related Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed
as to
principal
and
interest
by
the
United States
or
any
agency
or
instrumentality thereof when such obligations are backed by the
full faith and credit of the United States;
(ii)
repurchase agreements on obligations specified in clause (i)
maturing
not more than one month from the date
of acquisition
thereof,
provided that the unsecured
obligations of the party agreeing to repurchase such obligations
are at
the time rated by each Rating Agency in its highest short-term
rating available;
(iii)
federal funds,
certificates of deposit,
demand
deposits,
time deposits and bankers'
acceptances
(which
shall each have an original
maturity of not more than
90 days
and, in the case of bankers'
acceptances,
shall in no event
have an original
maturity of more than 365 days or a remaining
maturity of more than 30 days)
denominated
in United States
dollars of any U.S.
depository
institution
or trust company
incorporated
under the laws of the United States or any state
thereof or of any domestic branch of a foreign
depository
institution or trust company;
provided that the debt
obligations
of such
depository
institution or trust company at the date of acquisition
thereof have been rated by each Rating Agency in
its highest short-term rating available;
and, provided further that, if the original maturity of such
short-term
obligations
of a domestic
branch of a foreign
depository
institution or trust company shall exceed
30 days,
the short-term
rating of
such institution shall be A-1+ in the case of Standard & Poor's
if Standard & Poor's is a Rating Agency;
(iv)
commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation
incorporated
under the laws of the United
States or any state
thereof
which on the date of
acquisition
has been rated by
each Rating Agency in its highest
short-term
rating
available;
provided that such commercial
paper and demand notes shall
have a remaining maturity of not more than 30 days;
(v)
a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term
rating available (which may be managed by the Trustee or one of its
Affiliates); and
(vi)
other
obligations
or
securities
that are
acceptable
to each Rating
Agency as a
Permitted
Investment
hereunder and will not reduce the rating
assigned to any Class of
Certificates
by such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the Closing Date by such Rating Agency,
as evidenced
in writing;
provided,
however, that no instrument shall be a Permitted Investment if it
represents,
either (1) the right to receive only interest
payments with respect to the underlying debt instrument or (2) the
right to receive both principal and interest
payments
derived from
obligations
underlying
such
instrument and the principal and interest
payments with respect to such
instrument
provide a yield to
maturity
greater than 120% of the yield to maturity at par of such
underlying
obligations.
References
herein to the highest rating
available on
unsecured
long-term
debt shall mean AAA in the case of Standard & Poor's and Fitch
and Aaa in the case of Moody's,
and
for purposes of this Agreement,
any references
herein to the highest rating
available on unsecured
commercial
paper and short-term
debt
obligations
shall mean the
following:
A-1 in the case of Standard & Poor's,
P-1 in the case of Moody's and F-1 in the case of
Fitch;
provided,
however,
that any Permitted
Investment that is a short-term
debt
obligation
rated A-1 by Standard & Poor's must
satisfy the
following
additional
conditions:
(i) the
total
amount of debt from A-1 issuers must be limited to the
investment
of
monthly
principal and interest
payments
(assuming fully
amortizing
collateral);
(ii) the total amount of A-1 investments must not
represent more than 20% of the aggregate
outstanding
Certificate
Principal
Balance of the Certificates and each investment must not
mature
beyond 30 days;
(iii) the
terms of the debt must have a
predetermined
fixed dollar amount of principal due at maturity that
cannot vary;
and (iv) if the
investments
may be liquidated
prior to their
maturity or are being relied on to meet a certain yield,
interest
must be tied to a single
interest
rate index plus a single
fixed spread (if any) and must move
proportionately
with that
index. Any Permitted Investment may be purchased by or through the
Trustee or its Affiliates.
Permitted
Transferee:
Any Transferee of a Class R Certificate,
other than a Disqualified
Organization or Non-United States
Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint venture,
association,
joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Pool Stated Principal
Balance:
With respect to any date of determination,
the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding
Mortgage Loan on the Due Date
immediately
preceding the Due Period preceding such date of
determination.
Prepayment
Assumption:
With
respect to the Class A and
Class M
Certificates,
the
prepayment
assumption
to be used for
determining
the accrual of
original
issue
discount
and premium and market
discount on such
Certificates
for federal
income tax
purposes,
which assumes a prepayment rate of 20% HEP with respect to the
fixed-rate
first lien Mortgage
Loans,
30% HEP with respect
to the fixed rate second lien mortgage loans and 100% PPV with
respect to the adjustable-rate Mortgage Loans.
Prepayment
Interest
Shortfall:
With
respect to any
Distribution
Date and any Mortgage
Loan (other than a Mortgage
Loan
relating to an REO Property)
that was the subject of (a) a
Principal
Prepayment
in Full during the related
Prepayment
Period,
an
amount
equal to the excess of one month's
interest at the related Net Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a
Modified
Mortgage
Loan) on the Stated
Principal
Balance of such Mortgage Loan over the amount of interest
(adjusted to the related
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the date of such Principal
Prepayment in Full or (b) a
Curtailment
during the prior calendar month, an amount equal to one
month's
interest at the related Net
Mortgage
Rate (or Modified Net
Mortgage
Rate in the case of a Modified
Mortgage
Loan) on the
amount of such Curtailment.
Prepayment Period:
With respect to any Distribution Date, the calendar month preceding
the month of distribution.
Primary
Insurance
Policy:
Each primary
policy of mortgage
guaranty
insurance as indicated by a numeric code on Exhibit G
with the exception of either code "23" or "96" under the column "MI
CO CODE".
Principal
Distribution
Amount:
With
respect to any
Distribution
Date,
the lesser of
(a) the
excess of (i) the
sum of
(x) the
Available
Distribution
Amount for such
Distribution
Date, plus any amounts received
pursuant to the Swap Agreement by the
Supplemental
Interest Trust and amounts received pursuant to the Yield
Maintenance
Agreement by the Trust for the Distribution
Date,
over (ii) the Interest Distribution Amount and (b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due Period
on each Outstanding Mortgage Loan;
(ii)
the Stated
Principal
Balance of any Mortgage Loan
repurchased
during the related
Prepayment
Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b))
pursuant to
Section 2.02,
2.03, 2.04, 4.07 or 4.08,
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 related
Prepayment
Period and the Stated
Principal
Balance of Mortgage
Loans purchased pursuant to Section 9.01 in connection with such
Distribution Date, if applicable;
(iii)
the
principal
portion of all other
unscheduled
collections,
other than
Subsequent
Recoveries,
on the
Mortgage Loans (including,
without limitation,
Principal Prepayments in Full, Curtailments,
Insurance Proceeds, Liquidation
Proceeds and
REO Proceeds)
received
during the related
Prepayment
Period to the extent applied by the Master
Servicer as
recoveries of principal of the Mortgage Loans pursuant to Section
3.14;
(iv)
the lesser of
(a) Subsequent
Recoveries for such
Distribution
Date and (b) the
principal portion of any
Realized Losses allocated to any Class of Certificates on a prior
Distribution Date and remaining unreimbursed;
(v)
the sum of (I) the
lesser
of
(a) Excess
Cash Flow for that
Distribution
Date (to the
extent
not used
pursuant to
clause (iv) of
this definition on such
Distribution
Date) and (b) the principal portion of any Realized Losses
incurred (or deemed to have been
incurred) on any Mortgage Loans in the calendar month
preceding such
Distribution
Date to
the
extent
covered
by
Payments
under the Yield
Maintenance
Agreement
for that
Distribution
Date,
(II) the lesser of
(a) payments
under
the
Yield
Maintenance
Agreement
for that
Distribution
Date (to the
extent
not
used
pursuant
to
clause (iv) of
this definition on such
Distribution
Date) and (b) the principal portion of any Realized Losses incurred
(or
deemed to have been
incurred) on any Mortgage
Loans in the calendar month
preceding
such
Distribution
Date to the extent
covered by payments
under the Yield
Maintenance
Agreement for that
Distribution
Date and (III) the lesser of (a) Net Swap
Payments for that Distribution
Date (to the extent not used pursuant to
clause (iv) of
this definition on such Distribution
Date) and (b) the
principal
portion of any Realized
Losses incurred (or deemed to have been incurred) on any Mortgage
Loans
in the calendar month preceding such
Distribution
Date to the extent covered by Net Swap Payments for that
Distribution Date
; and
(vi)
the sum of (I) the lesser of (a) the Excess Cash Flow for such
Distribution Date (to the extent not used to
cover
Realized
Losses
pursuant
to
clause (iv) and
(v) of
this
definition
on
such
Distribution
Date)
and
(b) the
Overcollateralization
Increase Amount
(without giving effect to
Section 4.02(c)(xvii))
for such
Distribution
Date to the
extent
covered
by
Excess
Cash
Flow for that
Distribution
Date,
(II) the
lesser of
(a) the
payments
under the Yield
Maintenance
Agreement
for
such
Distribution
Date
(to
the
extent
not
used
to
cover
Realized
Losses
pursuant
to
clause (iv) and (v) of this definition on such Distribution Date)
and (b) the
Overcollateralization
Increase Amount (without
giving
effect to
Section 4.02(c)(xvii)
and
Section
4.09(c)
(ii)) for such
Distribution
Date to the
extent
covered by
payments under the Yield
Maintenance
Agreement for that
Distribution Date and (III) the lesser of (a) the Net Swap Payments
for such
Distribution
Date (to the
extent
not used to cover
Realized
Losses
pursuant
to
clause (iv) and
(v) of
this
definition
on
such
Distribution
Date)
and
(b) the
Overcollateralization
Increase
Amount
(without
giving
effect
to
Section 4.02(c)(xvii),
Section
4.09(c)(ii)
and
Section
4.10(c)(ii)
) for such
Distribution
Date to the extent
covered
by Net Swap Payments for that Distribution Date;
minus
(vii)
the amount of any Overcollateralization Reduction Amount for such
Distribution Date;
(viii)
the amount of any Deferred
Interest paid out of principal
collections on the Mortgage Loans as part (other
than Subsequent
Recoveries) of the Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6 Interest
Distribution Amounts, as applicable, for that Distribution Date;
(ix)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date; and
(x)
any Net Swap Payments or Swap Termination
Payments not due to a Swap Counterparty Trigger Event owed to the
Swap Counterparty to the extent not previously paid from interest
or principal collections on the Mortgage Loans.
provided,
however,
that the Principal
Distribution
Amount on any Distribution
Date shall not be less than zero or greater than the
aggregate Certificate Principal Balance of the Class A and Class M
Certificates.
Principal
Prepayment:
Any payment of principal or other
recovery on a Mortgage
Loan,
including a recovery
that takes the
form of Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its scheduled Due Date and is not
accompanied by
an amount as to interest
representing
scheduled
interest on such payment due on any date or dates in any month or
months
subsequent
to the month of prepayment.
Principal
Prepayment in Full:
Any Principal
Prepayment
made by a Mortgagor of the entire
principal
balance of a Mortgage
Loan.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, the sum of the amounts
described in
clauses (b)(i),
(b)(ii) and (b)(iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Program
Guide:
The
Residential
Funding
Seller
Guide for mortgage
collateral
sellers that
participate
in
Residential
Funding's
standard
mortgage
programs,
and Residential
Funding's
Servicing
Guide and any other
subservicing
arrangements
which
Residential Funding has arranged to accommodate the servicing of
the Mortgage Loans.
Purchase
Price:
With
respect to any
Mortgage
Loan (or REO
Property)
required to be or
otherwise
purchased on any date
pursuant to
Section 2.02,
2.03,
2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such
Mortgage Loan (or REO Property) is
being purchased
pursuant to Sections 2.02,
2.03, 2.04 or 4.07 of this Agreement,
100% of the Stated
Principal
Balance thereof plus
the principal portion of any related
unreimbursed
Advances or (b) if such Mortgage Loan (or REO Property) is being
purchased pursuant
to Section 4.08 of this Agreement,
the greater of (1) 100% of the Stated Principal
Balance thereof plus the principal
portion of any
related
unreimbursed
Advances on such
Mortgage
Loan (or REO
Property)
and (2) the fair market value
thereof
plus the
principal
portion of any related
unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage Loan) plus the rate per annum at which the Servicing Fee
is calculated,
or (b) in the case of
a purchase made by the Master
Servicer,
at the Net Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan), in each case on the Stated
Principal
Balance thereof to, but not including,
the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified
Insurer:
A
mortgage
guaranty
insurance
company
duly
qualified
as such
under
the laws of the
state of its
principal
place of business and each state having
jurisdiction
over such insurer in connection
with the insurance
policy issued by
such insurer,
duly
authorized and licensed in such states to transact a mortgage
guaranty
insurance
business in such states and to
write the insurance
provided by the insurance policy issued by it, approved as a FNMA-
or FHLMC-approved
mortgage insurer or having a
claims paying ability rating of at least "AA" or equivalent rating
by a nationally
recognized
statistical
rating
organization.
Any
replacement
insurer
with
respect to a Mortgage
Loan must have at least as high a claims
paying
ability
rating as the
insurer it
replaces had on the Closing Date.
Qualified
Substitute
Mortgage
Loan: A Mortgage
Loan
substituted
by
Residential
Funding or the
Depositor for a Deleted
Mortgage
Loan which must,
on the date of such
substitution,
as
confirmed
in an
Officers'
Certificate
delivered to the Trustee,
(i) have an
outstanding
principal
balance,
after
deduction
of the
principal
portion of the monthly
payment due in the month of
substitution
(or in the case of a substitution
of more than one Mortgage Loan for a Deleted
Mortgage Loan, an aggregate
outstanding
principal
balance,
after such deduction),
not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by Residential
Funding,
in the Custodial
Account in the month of
substitution);
(ii) have a Mortgage
Rate and a Net
Mortgage
Rate no lower
than and not more than 1% per annum
higher
than the
Mortgage
Rate and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan as of the
date
of
substitution;
(iii) have
a
Loan-to-Value
Ratio
at the
time of
substitution
no higher than that of the
Deleted
Mortgage
Loan at the time of
substitution;
(iv) have
a remaining
term to stated
maturity
not
greater
than
(and
not more
than one year
less
than)
that of the
Deleted
Mortgage
Loan;
(v) comply
with
each
representation
and warranty set forth in Sections
2.03 and 2.04 hereof and
Section 4 of the
Assignment
Agreement;
and (vi) in the
case of the
adjustable
rate Mortgage
Loans,
(w) have a Mortgage
Rate that adjusts with the same
frequency and based upon the same
Index as that of the
Deleted
Mortgage
Loan,
(x) have a Note
Margin not less than that of the
Deleted
Mortgage
Loan;
(y) have a
Periodic Rate Cap that is equal to that of the Deleted
Mortgage
Loan; and (z) have a next
Adjustment
Date no later than that of the
Deleted Mortgage Loan.
Rating
Agency:
Moody's,
Standard & Poor's
and
Fitch.
If any agency or a
successor
is no longer in
existence,
"Rating
Agency" shall be such
statistical
credit rating agency,
or other
comparable
Person,
designated by the Depositor,
notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO Property) as to which a
Cash
Liquidation or REO
Disposition
has
occurred,
an amount (not less than zero) equal to (i) the
Stated
Principal
Balance of the Mortgage Loan (or REO Property) as of the
date of Cash
Liquidation
or REO
Disposition,
plus
(ii) interest
(and REO Imputed
Interest,
if any) at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) from the Due Date as to which
interest was last paid or advanced
to
Certificateholders
up to the last day of the month in which the Cash
Liquidation
(or REO
Disposition)
occurred
on the
Stated
Principal
Balance of such
Mortgage
Loan (or REO
Property)
outstanding
during each Due Period that such
interest
was not paid or
advanced to the extent,
with respect to Negative
Amortization
Loans,
such interest does not constitute
Deferred
Interest that has
been added to the principal
balance of such Mortgage Loan, minus (iii) the
proceeds,
if any, received during the month in which such
Cash Liquidation (or REO Disposition)
occurred,
to the extent applied as recoveries of interest at the Net Mortgage
Rate (or Modified
Net
Mortgage
Rate in the case of a Modified
Mortgage
Loan) and to
principal
of the
Mortgage
Loan,
net of the
portion
thereof
reimbursable to the Master Servicer or any Subservicer
with respect to related
Advances,
Servicing
Advances or other expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement
thereunder but which have not been previously
reimbursed.
With
respect to each Mortgage Loan which is the subject of a Servicing
Modification,
(a) (1) the amount by which the interest portion of a
Monthly
Payment or the
principal
balance of such
Mortgage
Loan was
reduced or (2) the sum of any other
amounts
owing
under the
Mortgage
Loan
that
were
forgiven
and that
constitute
Servicing
Advances
that are
reimbursable
to the
Master
Servicer
or a
Subservicer,
and (b) any
such
amount
with
respect to a Monthly
Payment
that was or would have been due in the month
immediately
following the month in which a Principal
Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been
received.
With
respect to each
Mortgage
Loan which has become the
subject of a Deficient
Valuation,
the
difference
between the
principal
balance of the Mortgage Loan
outstanding
immediately
prior to such Deficient
Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the object of a
Debt Service
Reduction,
the amount of such Debt Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service
Reduction
shall be deemed a Realized
Loss
hereunder
so long as the Master
Servicer
has
notified
the Trustee in writing that the
Master
Servicer is
diligently
pursuing any remedies
that may exist in
connection
with the
representations
and
warranties
made
regarding the related
Mortgage Loan and either (A) the related
Mortgage Loan is not in default with regard to payments due
thereunder
or
(B) delinquent
payments of principal
and interest
under the related
Mortgage
Loan and any premiums on any
applicable
primary
hazard
insurance
policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
To the extent the Master
Servicer
receives
Subsequent
Recoveries
with
respect to any
Mortgage
Loan,
the amount of the
Realized Loss with respect to that Mortgage Loan will be reduced to
the extent such
recoveries
are applied to reduce the
Certificate
Principal Balance of any Class of Certificates on any Distribution
Date.
Realized Losses
allocated to the Class SB
Certificates
shall be allocated first to the REMIC II
Regular
Interest SB-IO in
reduction of the accrued but unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and then
to the REMIC II Regular Interest SB-PO in reduction of the
Principal Balance thereof.
Record
Date:
With
respect to each
Distribution
Date and the
Class A
Certificates
and
Class M
Certificates
which are
Book-Entry Certificates, the close of business on the Business Day
prior to such Distribution Date.
With respect to each Distribution Date and the Certificates
(other than the Class A and Class M
Certificates),
the close of
business on the last Business Day of the month next preceding the
month in which the related
Distribution
Date occurs,
except in the
case of the first Record Date, which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Interest:
Any one of the regular interests in the Trust Fund.
Regulation AB: Subpart
229.1100 - Asset Backed
Securities
(Regulation
AB), 17 C.F.R.ss.ss.229.1100-229.1123,
as such may be
amended
from time to time,
and subject to such
clarification
and
interpretation
as have been
provided by the
Commission
in the
adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(January 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC:
A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC
Administrator:
Residential Funding Company,
LLC. If Residential Funding Company, LLC is found by a court of
competent
jurisdiction
to no longer be able to fulfill its
obligations
as REMIC
Administrator
under this
Agreement
the Master
Servicer or
Trustee
acting as successor
master
servicer
shall
appoint a successor
REMIC
Administrator,
subject to
assumption
of the REMIC
Administrator obligations under this Agreement.
REMIC I:
The
segregated
pool of assets subject
hereto
(exclusive of the Yield
Maintenance
Agreement,
the
Supplemental
Interest Trust Account and the Swap Agreement and any payments
thereunder,
which are not assets of any REMIC),
constituting a portion
of the primary trust created hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting
of:
(i) the
Mortgage
Loans and the
related
Mortgage
Files;
(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;
(iii) property
which secured a
Mortgage Loan and which has been acquired for the benefit of the
Certificateholders
by
foreclosure
or deed in lieu of
foreclosure;
(iv) the hazard insurance
policies and Primary
Insurance
Policies
pertaining to the Mortgage Loans, if any; and (v) all proceeds of
clauses (i) through (iv) above.
REMIC I Regular Interest:
Any of the separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder
and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal,
subject to the terms and
conditions
hereof,
in an
aggregate
amount equal to its initial
Uncertificated
Principal
Balance as set forth in the
Preliminary
Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC I
Interest
Loss
Allocation
Amount:
With respect to any
Distribution
Date,
an amount equal to (a) the
product of
(i) the
aggregate
Uncertificated
Principal
Balance of the REMIC I Regular
Interests then
outstanding and (ii) the
Uncertificated
Pass-Through Rate for REMIC I Regular Interest AA minus the Marker
Rate, divided by (b) 12.
REMIC I
Overcollateralized
Amount:
With
respect
to any date of
determination,
(i) 1%
of the
aggregate
Uncertificated
Principal Balances of the REMIC I Regular Interests minus (ii) the
aggregate
Uncertificated
Principal Balances of the REMIC I Regular
Interests (other than REMIC I Regular Interests AA and ZZ), in each
case as of such date of determination.
REMIC I
Principal Loss Allocation
Amount:
With respect to any Distribution
Date, an amount equal to the product of (i) the
aggregate
Stated Principal
Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction,
the numerator of which is two
times the sum of the
Uncertificated
Principal
Balances of REMIC I
Regular
Interests A-1, A-2, A-3, M-1, M-2, M-3, M-4, M-5 and M-6
and the
denominator of which is the sum of the
Uncertificated
Principal
Balances of A-1, A-2, A-3, M-1, M-2, M-3, M-4, M-5, M-6 and
ZZ.
REMIC I
Regular
Interest
AA: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-1: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-2: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-3: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-1: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-2: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-3: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-4: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-5: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-6: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
ZZ: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
ZZ Maximum
Interest
Deferral
Amount:
With
respect
to any
Distribution
Date,
the excess of
(i) Uncertificated
Accrued
Interest
calculated
with
the
REMIC I
Regular
Interest
ZZ
Uncertificated
Pass-Through
Rate and an
Uncertificated
Principal Balance equal to the excess of (x) the
Uncertificated
Principal Balance of REMIC I Regular Interest ZZ over
(y) the
REMIC I
Overcollateralized
Amount,
in each case for such
Distribution
Date, over (ii) the sum of
Uncertificated
Accrued
Interest on REMIC I
Regular
Interest A-1 through REMIC I
Regular
Interest M-6, with the rate on each such REMIC I Regular
Interest
subject to a cap equal to the Pass-Through Rate for the
corresponding Class for the purpose of this calculation.
REMIC II:
The segregated pool of assets described in the Preliminary
Statement.
REMIC II
Regular
Interest:
Any
"regular
interest"
issued by REMIC II
the
ownership
of which is evidenced by a Class A
Certificate, Class M Certificate or the Class SB Certificate.
REMIC II Regular
Interest SB-IO: A separate
non-certificated
regular interest of REMIC II
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-IO shall have no entitlement to principal and shall be
entitled to
distributions of interest
subject to the terms and
conditions
hereof,
in an
aggregate
amount
equal to interest
distributable
with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
REMIC II Regular
Interest SB-PO: A separate
non-certificated
regular interest of REMIC II
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-PO shall have no entitlement to interest and shall be
entitled to
distributions of principal
subject to the terms and
conditions
hereof,
in an aggregate
amount equal to
principal
distributable
with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
REMIC
Provisions:
Provisions
of the federal
income tax law relating to real estate
mortgage
investment
conduits,
which
appear at Sections
860A
through
860G of
Subchapter M of Chapter 1 of the Code,
and related
provisions,
and
temporary
and final
regulations
(or, to the extent not
inconsistent
with such
temporary
or final
regulations,
proposed
regulations)
and
published
rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
REMIC Regular Interests:
the REMIC I Regular Interests and REMIC II Regular Interests.
REO
Acquisition:
The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders
of any REO Property pursuant to Section 3.14.
REO
Disposition:
With
respect
to any
REO
Property,
a
determination
by
the
Master
Servicer
that
it
has
received
substantially all Insurance Proceeds,
Liquidation
Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a
final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed
Interest:
With respect to any REO Property,
for any period,
an amount
equivalent to interest (at a rate equal
to the sum of the Net
Mortgage
Rate that would have been
applicable
to the related
Mortgage
Loan had it been
outstanding
net of
amounts
that
would have been
Deferred
Interest,
if any) on the unpaid
principal
balance of the
Mortgage
Loan as of the date of
acquisition thereof for such period.
REO Proceeds:
Proceeds,
net of expenses,
received in respect of any REO Property (including,
without limitation,
proceeds
from the rental of the related
Mortgaged
Property or with respect to a Cooperative
Loan, the related
Cooperative
Apartment)
which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO
Property:
A
Mortgaged
Property
acquired
by the Master
Servicer,
on behalf of the Trust Fund for the benefit of the
Certificateholders
pursuant to
Section 3.14,
through
foreclosure
or deed in lieu of
foreclosure
in
connection
with a defaulted
Mortgage Loan.
Reportable
Modified
Mortgage Loan: Any Mortgage Loan that (i) has been subject to an
interest rate reduction,
(ii) has been
subject to a term
extension or (iii) has
had amounts
owing on such
Mortgage
Loan
capitalized
by adding such amount to the Stated
Principal Balance of such Mortgage Loan;
provided,
however,
that a Mortgage Loan modified in accordance with
clause (i) above for a
temporary
period shall not be a
Reportable
Modified
Mortgage
Loan if such
Mortgage
Loan has not been
delinquent
in payments of
principal
and
interest for six months since the date of such
modification
if that
interest
rate
reduction is not made
permanent
thereafter.
Repurchase Event:
As defined in the Assignment Agreement.
Request for Release:
A request for release,
the form of which is attached as Exhibit H hereto,
or an electronic
request in
a form acceptable to the Custodian.
Required
Insurance
Policy:
With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from
time to time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Required
Overcollateralization
Amount:
With respect to any Distribution Date, (a) if such Distribution
Date is prior to the
Stepdown
Date,
the sum of 1.75% of the
aggregate
Cut-off Date
Principal
Balance of the mortgage
loans and an amount by which the
Certificate
Principal
Balances of the Class M-6
Certificates
have been
reduced by any payments
from Excess Cash Flow
pursuant to
Section
4.02(c)(xvii),
on any prior Distribution Dates, or (b) if such Distribution Date
is on or after the Stepdown Date, the lesser
of (i) the sum of (1) 1.75% of the
aggregate
Cut-off Date
Principal
Balance of the
mortgage
loans and (2) the amount by which the
Certificate
Principal
Balances of the Class M-6
Certificates
have been
reduced by any payments
from Excess Cash Flow
pursuant to
Section
4.02(c)(xvii),
on any
prior
Distribution
Dates and (ii) the
greater
of (1) the
excess of (x) 5.50% of the then
current
aggregate
outstanding
Principal
Balance of the mortgage loans after giving effect to distributions
to be made on that
Distribution
Date over (y) the
aggregate
Class
Certificate
Balance
of the
Class
M-6
Certificates
and (2) the
Overcollateralization
Floor.
Notwithstanding the foregoing, if a Trigger Event is in effect, the
Required
Overcollateralization
Amount shall be an amount equal to
the Required
Overcollateralization
Amount for the immediately
preceding
Distribution
Date plus any amount by which the Certificate
Principal
Balances
of the Class
M-6
Certificates
have been
reduced
by any
payments
of Excess
Cash Flow
pursuant
to
Section
4.02(c)(xvii) for the prior Distribution Date.
Residential
Funding:
Residential
Funding Company,
LLC, a Delaware limited liability company,
in its capacity as seller of
the Mortgage Loans to the Depositor and not in its capacity as
Master Servicer, and any successor thereto.
Responsible
Officer:
When used with respect to the Trustee,
any officer of the Corporate
Trust
Department of the Trustee,
including any Senior Vice President,
any Vice President,
any Assistant Vice President,
any Assistant Secretary, any Trust Officer or
Assistant Trust Officer,
or any other officer of the Trustee,
in each case with direct
responsibility for the administration of this
Agreement.
RFC Exemption:
As defined in Section 5.02(e)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Securitization
Transaction:
Any
transaction
involving a sale or other transfer of mortgage loans directly or
indirectly to
an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed
securities.
Security
Agreement:
With
respect
to a
Cooperative
Loan,
the
agreement
creating a
security
interest
in favor of the
originator in the related Cooperative Stock.
Senior
Enhancement
Percentage:
For any
Distribution
Date,
the
percentage
obtained by
dividing
(x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class M Certificates and (ii)
the
Overcollateralization
Amount, in each case prior to
the distribution of the Principal
Distribution
Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date.
Servicing Accounts:
The account or accounts created and maintained pursuant to Section
3.08.
Servicing
Advances:
All customary,
reasonable and necessary "out of pocket" costs and expenses
incurred in connection with
a default,
delinquency
or other
unanticipated
event by the Master
Servicer or a Subservicer
in the
performance
of its servicing
obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property (or,
with respect to a Cooperative
Loan,
the related
Cooperative
Apartment),
(ii) any
enforcement or judicial
proceedings,
including
foreclosures,
including any expenses
incurred in relation to any such proceedings that result from the
Mortgage Loan being registered
on the MERS
System,
(iii) the
management
and
liquidation
of any REO
Property,
(iv) any
mitigation
procedures
implemented
in
accordance with Section 3.07 and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.11,
3.12(a) and 3.14, including,
if
the Master
Servicer or any Affiliate of the Master
Servicer
provides
services such as
appraisals
and brokerage
services that are
customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing
Criteria:
The
"servicing
criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time
to time.
Servicing
Fee: With respect to any Mortgage Loan and
Distribution
Date, the fee payable
monthly to the Master
Servicer in
respect of master
servicing
compensation
that accrues at an annual rate equal to the
Servicing
Fee Rate
multiplied
by the Stated
Principal
Balance of such
Mortgage
Loan as of the
related
Due Date in the
related
Due
Period,
as may be
adjusted
pursuant to
Section 3.16(e).
Servicing
Fee Rate:
With respect to any Mortgage
Loan,
the per annum rate
designated on the Mortgage Loan Schedule as the
"MSTR SERV FEE" as may be adjusted with respect to successor Master
Servicers as provided in
Section 7.02,
which rate shall never be
greater than the Mortgage Rate of such Mortgage Loan.
Servicing
Modification:
Any
reduction of the
interest
rate on or the Stated
Principal
Balance of a Mortgage
Loan,
any
extension of the final
maturity
date of a Mortgage
Loan,
and any
increase to the Stated
Principal
Balance of a Mortgage
Loan by
adding to the Stated
Principal
Balance
unpaid
principal and interest and other amounts owing under the Mortgage
Loan, in each case
pursuant to a modification
of a Mortgage Loan that is in default,
or for which,
in the judgment of the Master
Servicer,
default is
reasonably foreseeable in accordance with Section 3.07(a).
Servicing
Officer:
Any officer of the Master Servicer involved in, or responsible for,
the
administration
and servicing of
the Mortgage Loans whose name and specimen
signature
appear on a list of servicing
officers
furnished to the Trustee on the Closing
Date by the Master Servicer, as such list may from time to time be
amended.
Sixty-Plus Delinquency
Percentage:
With respect to any Distribution Date the fraction,
expressed as a percentage,
equal to
(x) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans that are 60 or more days
delinquent
in payment of principal and
interest for that
Distribution
Date,
including
Mortgage Loans in foreclosure
and REO
Properties,
over (y) the
aggregate
Stated
Principal Balance of all of the Mortgage Loans immediately
preceding that Distribution Date.
Standard & Poor's:
Standard & Poor's Rating
Services,
a division of The
McGraw-Hill
Companies,
Inc. or its successors in
interest.
Startup Date:
The day designated as such pursuant to Article X hereof.
Stated
Principal
Balance:
With
respect to any Mortgage
Loan or related REO
Property,
at any given time,
(i) the sum of
(a) the Cut-off Date Principal
Balance of the Mortgage Loan,
(b) any Deferred Interest added to the principal balance of the
Mortgage
Loan pursuant to the terms of the Mortgage
Note,
(c) any amount by which the Stated
Principal
Balance of the Mortgage Loan has been
increased
pursuant to a Servicing
Modification,
minus
(ii) the sum of (a) the
principal
portion of the Monthly
Payments due with
respect to such
Mortgage
Loan or REO Property
during each Due Period
commencing
on the first Due Period after the Cut-Off Date and
ending with the Due Period
related to the most recent
Distribution
Date which were
received or with respect to which an Advance was
made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and all Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries of principal in accordance
with
Section 3.14
with respect to such
Mortgage
Loan or REO
Property,
in each case which were
distributed
pursuant to
Section 4.02
or 4.03 on any
previous
Distribution
Date,
and (c) any
Realized Loss incurred with respect to such Mortgage Loan
allocated to
Certificateholders
with respect thereto for any previous Distribution Date.
Stepdown Date The earlier to occur of (i) the Distribution
date after which the Certificate
Principal Balance of the Class A
Certificates
has been reduced to zero,
and (ii) the later to occur of (a) the
distribution
Date
occurring in December 2009 and (b)
the first
Distribution
Date on which the aggregate
Stated
Principal
Balance of the Mortgage Loans as of the end of the related due
period is less than one-half of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-Off Date.
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subordination
Percentage:
With respect to the Class A
Certificates,
74.70%;
with respect to the
Class M-1
Certificates,
82.80%; with respect to the Class M-2
Certificates,
89.20%; with respect to the Class M-3
Certificates,
91.80%; with respect to the
Class M-4
Certificates,
93.10%;
with respect to the Class M-5
Certificates,
94.50% and with respect to the Class M-6 Certificates,
96.50%.
Subsequent
Recoveries:
As of any
Distribution
Date,
amounts
received by the Master Servicer (net of any related expenses
permitted to be
reimbursed
pursuant to
Section 3.10)
or surplus
amounts held by the Master
Servicer to cover
estimated
expenses
(including,
but not limited to,
recoveries in respect of the
representations
and warranties
made by the related Seller pursuant to
the applicable
Seller's Agreement and assigned to the Trustee pursuant to Section
2.04)
specifically
related to a Mortgage Loan that
was the subject of a Cash
Liquidation or an REO
Disposition
prior to the related
Prepayment
Period and that resulted in a Realized
Loss.
Subserviced Mortgage Loan:
Any Mortgage Loan that, at the time of reference thereto, is
subject to a Subservicing Agreement.
Subservicer:
Any Person with whom the Master Servicer has entered into a
Subservicing
Agreement and who generally
satisfied
the
requirements
set forth in the Program Guide in respect of the
qualification of a Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer
Advance:
Any
delinquent
installment
of
principal
and
interest on a Mortgage
Loan which is advanced by the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in accordance with Section
3.08.
Subservicing
Agreement:
The written
contract
between the Master
Servicer and any
Subservicer
relating to servicing
and
administration
of certain Mortgage Loans as provided in Section 3.02,
generally in the form of the servicer
contract
referred to or
contained in the Program Guide or in such other form as has been
approved by the Master Servicer and the Depositor.
Subservicing
Fee: With respect to any Mortgage Loan, the fee payable monthly to
the related
Subservicer
(or, in the case of
a Nonsubserviced
Mortgage Loan, to the Master Servicer) in respect of subservicing
and other
compensation
that accrues with respect
to each
Distribution
Date at an annual rate equal to the
Subservicing
Fee Rate multiplied by the Stated
Principal
Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate:
The per annum rate designated on the Mortgage Loan Schedule as the
"SUBSERV FEE".
Supplemental
Interest Trust Account:
The separate trust account
created and maintained by the
Supplemental
Interest Trust
Trustee pursuant to Section 4.10(a).
Supplemental
Interest Trust:
The separate trust created and maintained by the
Supplemental
Interest Trust Trustee pursuant
to Section 4.10(a).
The primary activities of the Supplemental Interest Trust shall be:
(i)
holding the Swap Agreement;
(ii)
receiving collections or making payments with respect to the Swap
Agreement; and
(iii)
engaging in other activities that are necessary or incidental to
accomplish these limited
purposes,
which activities
cannot
be
contrary
to the
status
of the
Supplemental
Interest
Trust as a
qualified
special
purpose
entity
under
existing
accounting literature.
Supplemental Interest Trust Trustee: as defined in the preamble
hereto.
Swap Agreement:
The interest rate swap agreement between the
Swap Counterparty
and the Supplemental Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust,
which agreement
provides for Net Swap
Payments and
Swap Termination
Payments to be
paid, as provided
therein,
together with any schedules,
confirmations
or other
agreements
relating
thereto,
attached
hereto as
Exhibit U.
Swap Agreement
Notional
Balance:
As to the
Swap Agreement
and each
Floating
Rate Payer
Payment Date (as defined in the
Swap Agreement),
the
lesser of (i) the
aggregate
Certificate
Principal
Balance
of the Class A and Class M
Certificates
on that
Distribution Date or (ii) the amount set forth below:
DISTRIBUTION DATE
NOTIONAL BALANCE
12/25/2006
303,913,000.00
1/25/2007
275,565,963.31
2/25/2007
259,812,411.05
3/25/2007
237,185,149.82
4/25/2007
192,098,377.20
5/25/2007
181,768,323.82
6/25/2007
173,467,323.80
7/25/2007
165,430,040.74
8/25/2007
156,880,139.09
9/25/2007
143,206,368.03
10/25/2007
129,121,183.55
11/25/2007
122,282,466.53
12/25/2007
114,225,501.34
1/25/2008
108,373,691.28
2/25/2008
103,012,715.28
3/25/2008
95,245,238.28
4/25/2008
74,536,097.60
5/25/2008
69,941,073.59
6/25/2008
61,466,334.32
7/25/2008
55,979,044.95
8/25/2008
53,229,354.05
9/25/2008
50,594,102.24
10/25/2008
48,097,339.33
11/25/2008
45,953,847.51
12/25/2008
43,597,305.49
1/25/2009
41,663,155.11
2/25/2009
39,748,845.34
3/25/2009
37,828,544.01
4/25/2009
36,065,276.08
5/25/2009
34,072,189.28
6/25/2009
32,446,618.96
7/25/2009
30,993,998.95
8/25/2009
29,445,579.22
9/25/2009
28,123,162.94
10/25/2009
26,851,449.62
11/25/2009
25,625,224.95
12/25/2009
24,442,759.53
1/25/2010
24,442,759.53
2/25/2010
24,442,759.53
3/25/2010
24,442,759.53
4/25/2010
24,442,759.53
5/25/2010
24,442,759.53
6/25/2010
24,442,759.53
7/25/2010
24,203,225.52
8/25/2010
23,251,966.81
9/25/2010
22,369,873.86
10/25/2010
21,406,035.96
11/25/2010
20,545,085.59
12/25/2010
19,676,630.48
1/25/2011
18,949,789.58
2/25/2011
18,249,979.17
3/25/2011
17,579,174.74
4/25/2011
16,883,039.93
5/25/2011
16,242,061.59
6/25/2011
15,616,503.05
7/25/2011
15,028,466.90
8/25/2011
14,446,632.60
9/25/2011
13,911,281.42
10/25/2011
13,393,672.20
11/25/2011
12,893,209.67
Swap Counterparty:
The
swap
counterparty
under
the
Swap Agreement
either
(a) entitled
to
receive
payments
from the
Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest Trust from amounts payable by the Supplemental
Interest
Trust
Trustee,
on behalf
of the
Supplemental
Interest
Trust,
under
this
Agreement
or
(b) required
to make
payments
to the
Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest Trust,
for payments to the Supplemental
Interest Trust
Trustee, on behalf of the Supplemental
Interest Trust, in either case pursuant to the terms of the
Swap Agreement,
and any successor
in interest or assign.
Initially, the Swap Counterparty shall be HSBC Bank USA, National
Association.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap Counterparty
Trigger Event: With respect to any Distribution
Date,
(i) an "Event of Default" under the
Swap Agreement
with respect to which the
Swap Counterparty
is a Defaulting Party,
(ii) a
"Termination Event" under the Swap Agreement with respect
to which the
Swap Counterparty
is the sole Affected Party, or (iii) an
"Additional
Termination Event" under the Swap Agreement with
respect to which the Swap Counterparty is the sole Affected Party.
Swap Termination
Payment:
Upon the designation of an "Early Termination Date" as defined in
the Swap Agreement,
the payment
to be made by the
Supplemental
Interest
Trust Trustee on behalf of the
Supplemental
Interest Trust to the
Swap Counterparty
from
payments from the Supplemental
Interest Trust, or by the
Swap Counterparty
to the Supplemental
Interest Trust Trustee, on behalf of
the
Supplemental
Interest
Trust for
payment
to the
Supplemental
Interest
Trust,
as
applicable,
pursuant
to the terms of the
Swap Agreement.
Tax Returns:
The federal
income tax return on Internal
Revenue
Service Form 1066,
U.S.
Real Estate
Mortgage
Investment
Conduit Income Tax Return,
including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net
Loss
Allocation,
or any
successor
forms,
to be filed on behalf of any REMIC due to its
classification
as a REMIC under the REMIC
Provisions,
together
with
any
and
all
other
information,
reports
or
returns
that
may be
required
to be
furnished
to the
Certificateholders
or filed with the
Internal
Revenue
Service
or any other
governmental
taxing
authority
under any
applicable
provisions of federal, state or local tax laws.
Telerate Screen Page 3750:
As defined in Section 1.02.
Transfer:
Any direct or
indirect
transfer,
sale,
pledge,
hypothecation
or other
form of
assignment
of any
Ownership
Interest in a Certificate.
Transferee:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
Transferor:
Any Person who is disposing by Transfer of any Ownership Interest
in a Certificate.
Trigger
Event:
A Trigger
Event is in effect
with
respect
to any
Distribution
Date if either
(i) with
respect
to any
Distribution Date the three-month
average of the related Sixty-Plus
Delinquency
Percentage,
as determined on that distribution date
and the
immediately
preceding two
Distribution
Dates,
equals or exceeds
39.00% of the Senior
Enhancement
Percentage or (ii) the
aggregate
amount of
Realized
Losses on the
mortgage
loans as a
percentage
of the
Cut-off
Date
Principal
Balance
exceeds the
applicable amount set forth below:
December 2008 to November 2009......
0.85%
with
respect to
December
2008,
plus an
additional
1/12th of 1.30% for each month thereafter.
December 2009 to November 2010......
2.15%
with
respect to
December
2009,
plus an
additional
1/12th of 1.20% for each month thereafter.
December 2010 to November 2011......
3.35%
with
respect to
December
2010,
plus an
additional
1/12th of 0.65% for each month thereafter.
December 2011 to November 2012......
4.00%
with
respect to
December
2011,
plus an
additional
1/12th of 0.25% for each month thereafter.
December 2012 and thereafter........
4.25%
Transaction Party:
As defined in Section 12.02(a).
Trustee Information:
As defined in Section 12.05(a)(i)(A).
Trust Fund:
The segregated
pool of assets subject
hereto,
consisting of: (i) the
Mortgage Loans and the related
Mortgage
Files;
(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;
(iii) property
which
secured a
Mortgage
Loan and which has been
acquired
for the
benefit
of the
Certificateholders
by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance
policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any;
(v) rights under the Yield Maintenance
Agreement and any payments
thereunder;
(vi) rights
under the Swap Agreement and the Supplemental Interest Trust
Account; and (vii) all proceeds of clauses (i) through (vi) above.
Uncertificated
Accrued
Interest:
With
respect to any REMIC I
Regular
Interest
for any
Distribution
Date,
one month's
interest at the related
Uncertificated
REMIC I Pass-Through Rate for such Distribution Date, accrued on
its Uncertificated
Principal
Balance
immediately prior to such Distribution
Date.
Uncertificated
Accrued Interest for the REMIC I Regular Interests shall accrue
on the basis of a 360-day year
consisting of twelve 30-day months.
For purposes of calculating the amount of
Uncertificated
Accrued
Interest for the REMIC I Regular
Interests for any
Distribution
Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls
(to the extent not covered by
Compensating
Interest)
relating to the
Mortgage
Loans for any
Distribution
Date shall be allocated
first, to
Uncertificated
Accrued
Interest
payable to REMIC I Regular Interest AA and REMIC I Regular Interest
ZZ up to an aggregate
amount equal to the REMIC I
Interest Loss
Allocation
Amount,
98% and 2%,
respectively,
and
thereafter
any remaining
Prepayment
Interest
Shortfalls
(to the
extent not
covered by
Eligible
Master
Servicing
Compensation)
for any
Distribution
Date shall be
allocated among REMIC I Regular
Interest AA, REMIC I Regular
Interest A-1,
REMIC I Regular
Interest A-2,
REMIC I Regular
Interest
A-3,
REMIC I Regular
Interest M-1,
REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I
Regular Interest M-1, REMIC I
Regular
Interest M-4,
REMIC I Regular
Interest M-5, REMIC I Regular Interest M-6 and REMIC I Regular
Interest ZZ, pro rata based on,
and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence.
Uncertificated
Notional Amount:
With respect to the REMIC II
Regular Interest SB-IO component of the Class SB
Certificates
and any
Distribution
Date, an amount equal to the aggregate
Uncertificated
Principal
Balance of the REMIC I Regular
Interests for
such Distribution Date.
Uncertificated
Principal
Balance:
As of the Closing Date,
the
Uncertificated
Principal
Balance of each REMIC I
Regular
Interest shall equal the amount set forth in the Preliminary
Statement
hereto as its initial
Uncertificated
Principal
Balance.
On
each
Distribution
Date, the
Uncertificated
Principal Balance of each REMIC I Regular Interest shall be reduced
by all distributions
of principal deemed made on such REMIC Regular Interest on such
Distribution
Date pursuant to Section 4.02
and, if and to the extent
necessary and appropriate,
shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.05,
and the
Uncertificated
Principal
Balance of REMIC I Regular Interest ZZ shall be increased by the
related
interest
deferrals as provided in
Section 4.02.
The
Uncertificated
Principal
Balance of each REMIC I Regular
Interest shall never be less than zero. With respect to
the
REMIC II
Regular
Interest
SB-PO an initial
amount
equal to the amount set forth in the
Preliminary
Statement
hereto as its
initial
Uncertificated
Principal Balance.
On each Distribution
Date, the Uncertificated
Principal Balance of each REMIC II Regular
Interest
shall be reduced by all
distributions
of principal
deemed made on such REMIC Regular
Interest on such
Distribution
Date
pursuant to Section 4.02
and, if and to the extent necessary and appropriate,
shall be further reduced on such
Distribution
Date by
Realized Losses as provided in Section 4.05.
Uncertificated
REMIC I
Pass-Through
Rate:
With respect to any
Distribution
Date, a per annum
rate equal to the weighted
average of the Net Mortgage
Rates of the Mortgage
Loans in effect for the
scheduled
Monthly
Payments
due on such
Mortgage
Loans
during the related Due Period.
Uniform Single
Attestation
Program for Mortgage Bankers:
The Uniform Single
Attestation
Program for Mortgage Bankers,
as
published by the Mortgage
Bankers
Association of America and effective with respect to fiscal periods
ending on or after December 15,
1995.
Uninsured
Cause:
Any cause of damage to property
subject to a Mortgage such that the complete
restoration of such property
is not fully reimbursable by the hazard insurance policies.
United States Person:
A citizen or resident of the United States,
a corporation,
partnership or other entity
(treated as a
corporation
or partnership
for United States
federal income tax purposes)
created or organized in, or under the laws of, the United
States,
any state
thereof,
or the
District of Columbia
(except in the case of a
partnership,
to the extent
provided in Treasury
regulations)
provided that, for purposes solely of the restrictions on the
transfer of Class R
Certificates,
no partnership or other
entity
treated as a partnership
for United States
federal
income tax purposes shall be treated as a United States Person
unless all
persons that own an interest in such
partnership
either
directly or through any entity that is not a
corporation
for United States
federal
income tax purposes are required by the
applicable
operative
agreement to be United
States
Persons,
or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code.
VA:
The Veterans Administration, or its successor.
Voting Rights:
The portion of the voting rights of all of the Certificates
which is allocated to any Certificate.
98.00% of
all of the Voting Rights shall be allocated
among
Holders of the Class A and Class M
Certificates
in proportion to the
outstanding
Certificate
Principal Balances of their respective
Certificates;
1% of all of the Voting Rights shall be allocated among the Holders
of the Class SB
Certificates;
0.50% and 0.50%, of all of the Voting Rights shall be allocated to
each of the Holders of the Class R-I
and Class R-II Certificates,
respectively;
in each case to be allocated among the Certificates of such Class
in accordance with their
respective Percentage Interest.
Yield
Maintenance
Agreement:
The
yield
maintenance
agreement,
effective
as of
December
8,
2006,
between
the Yield
Maintenance
Agreement Provider and the Trustee,
on behalf of the Trust,
which agreement provides for Yield Maintenance
Payments and
Yield
Maintenance
Termination
Payments
to be paid,
as
provided
therein,
together
with any
schedules,
confirmations
or other
agreements relating thereto, attached hereto as Exhibit U.
Yield
Maintenance
Agreement
Notional
Balance:
With
respect
to any
Distribution
Date
specified
below
and the
Yield
Maintenance
Agreement,
the lesser of
(1) the
aggregate
Certificate
Principal
Balance of the
Class A
and
Class M
Certificates
immediately prior to that Distribution Date and (2) the amount
specified below for that Distribution Date:
------------------------------ ------------------------
DISTRIBUTION DATE
NOTIONAL BALANCE($)
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2006
0.00
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2007
2,471,200.30
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2007
4,723,393.58
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2007
6,458,643.73
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2007
6,383,616.20
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2007
7,677,872.09
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2007
8,976,726.13
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2007
10,185,702.69
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2007
11,330,270.61
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2007
11,556,615.80
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2007
11,355,667.59
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2007
12,115,342.95
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2007
12,444,737.36
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2008
12,966,620.58
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2008
