EXECUTION COPY
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF JANUARY 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2007-QS2
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Article I
DEFINITIONS.....................................................................................4
Section 1.01.
Definitions.
........................................................................4
Section 1.02.
Use of Words and
Phrases............................................................16
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................................18
Section 2.01.
Conveyance of Mortgage
Loans........................................................18
Section 2.02.
Acceptance by
Trustee...............................................................18
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company....18
Section 2.04.
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms).21
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing
Interests in REMIC I
Certificates...................................................21
Section 2.06.
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the Trustee...21
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC
II............................22
Section 2.08.
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms)..........22
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................................................23
Article IV
PAYMENTS TO
CERTIFICATEHOLDERS.................................................................24
Section 4.01.
Certificate Account. (See Section 4.01 of the Standard
Terms).......................24
Section 4.02.
Distributions.......................................................................24
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act
Reporting. (See Section 4.03 of the Standard
Terms).................................31
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer. (See Section 4.04 of the Standard
Terms)..................................31
Section 4.05.
Allocation of Realized
Losses.......................................................31
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06
of the Standard Terms)
.............................................................33
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07
of the Standard Terms)
.............................................................33
Section 4.08.
Surety Bond. (See Section 4.08 of the Standard
Terms)...............................33
Article V
THE
CERTIFICATES...............................................................................34
Article VI
THE COMPANY AND THE MASTER
SERVICER............................................................35
Article VII
DEFAULT........................................................................................36
Article VIII
CONCERNING THE
TRUSTEE.........................................................................37
Article IX
TERMINATION....................................................................................38
Article X
REMIC
PROVISIONS...............................................................................39
Section 10.01.
REMIC Administration.
(See Section 10.01 of the Standard Terms)....................39
Section 10.02.
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section
10.02 of the Standard
Terms). ....................................................39
Section 10.03.
Designation of
REMICs...............................................................39
Section 10.04.
Distributions on the Uncertificated REMIC I Regular Interests and
the Uncertificated
REMIC II Regular Interests
Z........................................................39
Section 10.05.
Compliance with Withholding
Requirements............................................41
Article XI
MISCELLANEOUS
PROVISIONS.......................................................................42
Section 11.01.
Amendment.
(See Section 11.01 of the Standard
Terms)...............................42
Section 11.02.
Recordation of Agreement;
Counterparts. (See Section 11.02 of the Standard Terms)..42
Section 11.03.
Limitation on Rights of Certificateholders. (See Section 11.03 of
the
Standard Terms).
...................................................................42
Section 11.04.
Governing Law. (See Section 11.04 of the Standard
Terms)............................42
Section 11.05.
Notices.............................................................................42
Section 11.06.
Required Notices to Rating Agency and Subservicers. (See Section
11.06 of the
Standard
Terms).....................................................................43
Section 11.07.
Severability of Provisions. (See Section 11.07 of the Standard
Terms).........43
Section 11.08.
Supplemental Provisions for Resecuritization.
(See Section 11.08 of
the Standard
Terms).................................................................43
Section 11.09.
Allocation of Voting
Rights.........................................................43
Section 11.10.
No
Petition.........................................................................43
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Schedule of Discount Fractions
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of December 1, 2006
This is a Series
Supplement,
dated as of January 1, 2007 (the "Series
Supplement"),
to the
Standard
Terms of Pooling and
Servicing
Agreement,
dated as of December 1, 2006 and attached as Exhibit Four hereto
(the "Standard
Terms" and,
together with this
Series
Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company
(together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer (together
with its permitted
successors and assigns,
the "Master
Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee (together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through
certificates (collectively,
the "Certificates"),
to be issued
hereunder in multiple
classes,
which in the aggregate will evidence the entire
beneficial
ownership
interest in the Mortgage Loans
(as defined herein).
As provided herein,
the REMIC
Administrator will make an election to treat the entire segregated
pool of assets
described in the
definition of Trust Fund,
and subject to this
Agreement
(including
the Mortgage
Loans),
exclusive of amounts on
deposit in the Initial Monthly Payment Fund, as two real estate
mortgage
investment
conduits (each, a "REMIC") for federal income tax
purposes.
The terms and
provisions
of the
Standard
Terms are hereby
incorporated
by
reference
herein as though set forth in full
herein.
If any term or
provision
contained
herein
shall
conflict
with or be
inconsistent
with any
provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall govern.
All capitalized
terms not otherwise
defined herein
shall have the meanings set forth in the Standard
Terms.
The Pooling and
Servicing
Agreement
shall be dated as of the date of this
Series Supplement.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising the interests in the Trust Fund created
hereunder.
GH
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROU
PRINCIPAL
MATURITY
FITCH/MOODY'S/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P
DENOMINATIONS(2)
Class A-1
6.00%
$20,000,000.00
Senior/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-2
6.00%
$8,800,000.00
Senior/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-3
6.00%
$3,200,000.00
Senior/Lockout/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-4
6.25%
$210,982,000.00
Senior/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-5
6.25%
$210,982,000.00
Senior/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-6
6.25%
$46,885,000.00
Senior/Lockout/Fixed Rate
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-7
6.25%
$0.00(3)
Senior/Interest Only/Fixed Rate
January
AAA/Aaa/AAA
(6)
25, 2037
Class A-P
0.00%
$2,347,706.84
Senior/Principal Only
January
AAA/Aaa/AAA
$25,000.00
25, 2037
Class A-V
Variable
$0.00(5)
Senior/Interest Only/Variable
January
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Rate
25, 2037
Class R-I
6.25%
$100.00
Senior/Residual/Fixed Rate
January
AAA/Aaa/AAA
(7)
25, 2037
Class R-II
6.25%
$100.00
Senior/Residual/Fixed Rate
January
AAA/Aaa/AAA
(7)
25, 2037
Class M-1
6.25%
$16,639,200.00
Mezzanine/Fixed Rate
January
AA/NA/NA
$25,000.00
25, 2037
Class M-2
6.25%
$5,635,800.00
Mezzanine/Fixed Rate
January
A/NA/NA
$250,000.00
25, 2037
Class M-3
6.25%
$4,293,900.00
Mezzanine/Fixed Rate
January
BBB/NA/NA
$250,000.00
25, 2037
Class B-1
6.25%
$2,683,700.00
Subordinate/Fixed Rate
January
BB/NA/NA
$250,000.00
25, 2037
Class B-2
6.25%
$2,147,000.00
Subordinate/Fixed Rate
January
B/NA/NA
$250,000.00
25, 2037
Class B-3
6.25%
$2,147,038.67
Subordinate/Fixed Rate
January
NA/NA/NA
$250,000.00
25, 2037
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $536,743,545.51.
(1)
The Certificates,
other than the Class B Certificates and Class R Certificates,
shall be Book-Entry Certificates. The Class B
Certificates and the Class R Certificates shall be delivered to the
holders thereof in physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by
Certificate
Principal
Balance or Notional Amount,
as applicable) and integral
multiples of $1 (or $1,000 in the case of the
Class B-1,
Class B-2 and Class B-3
Certificates)
in excess
thereof,
except
that one
Certificate
of any of the Class B-1
Certificates and Class B-3 Certificates
that contains an uneven multiple of $1,000 shall be issued in a
denomination
equal to
the sum of the
related
minimum
denomination
set forth
above and such
uneven
multiple
for such
Class or the sum of such
denomination and an integral multiple of $1,000.
(3)
The Class A-7
Certificates do not have a Certificate
Principal
Balance.
For the purpose of calculating
interest
payments,
interest on the Class A-7 Certificates
will accrue on a notional amount equal to 4.0% of the aggregate
Certificate
Principal
Balance of the Class A-1, Class A-2 and Class A-3 Certificates
immediately
prior to the related
Distribution
Date, which is
initially equal to $1,280,000.
(4)
The initial Pass-Through Rate on the Class A-V Certificates is
0.3613%.
(5)
The Class A-V Certificates do not have a principal balance. For the
purpose of calculating
interest payments,
interest on the
Class A-V Certificates
will accrue on a notional amount equal to the aggregate stated
principal balance of the mortgage loans,
which is initially equal to $536,743,545.51.
(6)
The Class A-7 Certificates shall be issuable in minimum
denominations of a 100% Percentage Interest.
(7)
Each class of the Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage
Interest;
provided,
however,
that one Class R Certificate of each Class will be issuable to
Residential Funding as "tax matters person"
pursuant to Sections 10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%.
In
consideration
of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee
agree as
follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Bankruptcy
Amount:
As of any date of
determination
prior to the first
anniversary of the Cut-off Date, an amount equal to
the excess,
if any, of (A) $179,437
over (B) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the
first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the Bankruptcy
Amount
calculated as of the close of business on the Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding
with or preceding such date of
determination
(or, if
such date of
determination
is an
anniversary
of the Cut-off
Date,
the Business Day
immediately
preceding
such date of
determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greatest of:
(A)
(i) if the
aggregate
principal
balance of the
Non-Primary
Residence
Loans as of the
Relevant
Anniversary is less than 10% of the Stated
Principal
Balance of the Mortgage Loans as of the Relevant
Anniversary,
$0.00, or (ii) if the aggregate principal balance of the
Non-Primary
Residence Loans as of the Relevant
Anniversary
is
equal
to or
greater
than
10% of the
Stated
Principal
Balance
of the
Mortgage
Loans
as of the
Relevant
Anniversary,
the sum of (I) the aggregate principal balance of the Non-Primary
Residence Loans with a Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00%
(other than Additional
Collateral Loans), times 0.25%,
(II) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value
Ratio of greater than
90.00%
but less than or equal to 95.00%
(other
than
Additional
Collateral
Loans),
times
0.50%,
and (III) the
aggregate
principal
balance of the Non-Primary
Residence
Loans with a Loan-to-Value
Ratio of greater than 95.00%
(other than Additional Collateral Loans) times 0.75%, in each case
as of the Relevant Anniversary;
(B)
the greater of (i) the
product of (x) an amount
equal to the
largest
difference
in the related
Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than
Additional
Collateral
Loans)
which had an
original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate
thereof was equal to the weighted
average
(based on the principal
balance of the Mortgage Loans as of the Relevant
Anniversary)
of the Net Mortgage
Rates of all Mortgage Loans as of the Relevant
Anniversary
less 1.25% per annum,
(y) a number equal to the weighted average remaining term to
maturity,
in months, of all Non-Primary Residence Loans
remaining in the Mortgage
Pool as of the
Relevant
Anniversary,
and (z) one plus the quotient of the number of all
Non-Primary
Residence Loans remaining in the Mortgage Pool divided by the total
number of Outstanding Mortgage Loans
in the Mortgage Pool as of the Relevant Anniversary, and (ii)
$50,000; and
(C)
the greater of (i) 0.0006 times the aggregate
principal
balance of all the Mortgage
Loans in the
Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value
Ratio (other than Additional
Collateral Loans)
at origination which exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy
Losses allocated solely to one or more specific Classes of
Certificates
in accordance with Section 4.05 since the Relevant Anniversary.
The
Bankruptcy
Amount
may be
further
reduced
by the Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided that prior to any such reduction,
the Master Servicer shall (i) obtain written
confirmation
from each
Rating Agency that such reduction
shall not reduce the rating
assigned to any Class of
Certificates
by such Rating Agency below the
lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing Date by such Rating Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The
separate
account or accounts
created and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled "Deutsche Bank Trust Company Americas,
as trustee,
in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-QS2" and which must be an Eligible
Account.
Certificate Policy:
None.
Class A
Certificate:
Any one of the Class A-1,
Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-V
or Class A-P
Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed
to the Standard Terms as Exhibit A.
Class A-3 Lockout
Percentage--For
any Distribution
Date occurring prior to the
Distribution
Date in February 2012, 0%. For
any Distribution Date thereafter,
a fraction,
expressed as a percentage,
the numerator of which is the Certificate Principal Balance
of the Class A-3 Certificates and the denominator of which is the
aggregate
Certificate
Principal Balance of the Senior Certificates,
other than the Class A-P Certificates, immediately prior to such
Distribution Date.
Class A-6 Lockout
Percentage--For
any Distribution
Date occurring prior to the
Distribution
Date in February 2012, 0%. For
any Distribution Date thereafter,
a fraction,
expressed as a percentage,
the numerator of which is the Certificate Principal Balance
of the Class A-6 Certificates and the denominator of which is the
aggregate
Certificate
Principal Balance of the Senior Certificates,
other than the Class A-P Certificates, immediately prior to such
Distribution Date.
Class R Certificate:
Any one of the Class R-I Certificates or 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 to the Standard Terms as Exhibit D 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 to the Standard Terms as Exhibit
D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC
Provisions.
Closing Date:
January 30, 2007.
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 1761
East St. Andrew Place, Santa Ana, California 92705-4934, Attention:
Residential Funding Company, LLC Series 2007-QS2.
Custodial
File:
Any
mortgage
loan
document
in the
Mortgage
File that is
required
to be
delivered
to the Trustee or
Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date:
January 1, 2007.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to such Distribution Date.
Discount Net Mortgage Rate:
6.25% per annum.
Due Period:
With respect to each Distribution Date, the calendar month in which
such Distribution Date occurs.
Eligible Funds: On any Distribution
Date, the excess,
if any, of the Available
Distribution
Amount over the sum of (i) the
aggregate
amount
of
Accrued
Certificate
Interest
on the
Senior
Certificates,
(ii) the
Senior
Principal
Distribution
Amount
(determined
without
regard to Section
4.02(a)(ii)(Y)(D)
hereof),
(iii) the Class A-P
Principal
Distribution
Amount
(determined
without regard to clause (E) of the
definition of Class A-P Principal
Distribution
Amount) and (iv) the aggregate
amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Fraud
Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X) prior to the first
anniversary of the Cut-off Date an amount equal to 3.00% of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans
as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in
accordance
with Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of
determination,
(Y) from the first
to, but not
including,
the second
anniversary of the Cut-off Date, an amount equal to (1) the lesser
of (a) the Fraud Loss Amount as
of the most
recent
anniversary
of the
Cut-off
Date and (b) 2.00% of the
aggregate
outstanding
principal
balance
of all of the
Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate
amount of Fraud Losses
allocated solely
to one or more specific
Classes of Certificates in accordance with Section 4.05 since the
most recent
anniversary of the Cut-off Date
up to such date of determination,
and (Z) from the second to, but not including,
the fifth anniversary of the Cut-off Date, an amount
equal to (1) the
lesser of (a) the Fraud
Loss
Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b) 1.00% of the
aggregate
outstanding
principal balance of all of the Mortgage Loans as of the most
recent
anniversary of the Cut-off Date minus (2)
the aggregate
amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05
since the most recent
anniversary
of the Cut-off Date up to such date of
determination.
On and after the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud
Loss
Amount
may be
further
reduced by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided that prior to any such reduction,
the Master Servicer shall (i) obtain written
confirmation
from each
Rating Agency that such reduction
shall not reduce the rating
assigned to any Class of
Certificates
by such Rating Agency below the
lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing Date by such Rating Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Initial Monthly Payment Fund:
$5,808,295.01,
representing
scheduled principal amortization and interest at the Net Mortgage
Rate payable
during the February 2007 Due Period,
for those Mortgage Loans for which the Trustee will not be entitled
to receive such
payment.
Initial
Notional
Amount:
With
respect
to the
Class
A-7
Certificates,
$1,280,000.00.
With
respect
to the
Class A-V
Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c) of the Standard
Terms,
the aggregate
Cut-off Date Principal
Balance of the Mortgage Loans
corresponding to the
Uncertificated
REMIC I Regular
Interests Z represented by such Class or Subclass
on such date.
Initial
Subordinate Class
Percentage:
With respect to each Class of Subordinate
Certificates,
an amount which is equal to
the
initial
aggregate
Certificate
Principal
Balance of such Class of
Subordinate
Certificates
divided by the
aggregate
Stated
Principal Balance of all the Mortgage Loans as of the Cut-off Date
as follows:
Class M-1:
3.10%
Class B-1:
0.50%
Class M-2:
1.05%
Class B-2:
0.40%
Class M-3:
0.80%
Class B-3:
0.40%
Interest Accrual Period:
With respect to any Class of Certificates and any
Distribution
Date, the calendar month preceding
the month in which such Distribution Date occurs.
Interest
Only
Certificates:
Any
one
of
the
Class
A-7
Certificates
or
Class
A-V
Certificates.
The
Interest
Only
Certificates will have no Certificate Principal Balance.
Lockout Certificates:
Any one of the Class A-3 Certificates or Class A-6 Certificates.
Lockout Shift
Percentage--For
any Distribution
Date occurring prior to the
Distribution
Date in February 2012, 0%. For any
Distribution
Date
thereafter,
as follows:
30% for any
Distribution
Date on or after February 2012 and prior to February 2013; 40%
for any
Distribution
Date on or after February 2013 and prior to February 2014;
60% for any
Distribution
Date on or after February
2014 and prior to February 2015; 80% for any
Distribution
Date on or after February 2015 and prior to February 2016; and 100%
for any
Distribution Date thereafter.
Maturity
Date:
January 25, 2037, the
Distribution
Date
immediately
following the latest
scheduled
maturity date of any
Mortgage Loan.
Mortgage
Loan
Schedule:
The list or lists of the
Mortgage
Loans
attached
hereto as Exhibit One (as amended from time to
time to reflect the addition of Qualified
Substitute
Mortgage Loans),
which list or lists shall set forth the following
information
as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the applicable Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and
at which the Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or vacation
residence; and
(xii)
a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Notional Amount:
As of any Distribution Date, (i) with respect to the Class A-7
Certificates,
an amount equal to 4.0% of the
aggregate
Certificate
Principal
Balance
of the Class
A-1,
Class A-2 and Class A-3
Certificates
immediately
prior to such date;
provided,
however,
for federal income tax purposes,
as of any
Distribution
Date, with respect to the Class A-7
Certificates,
the
equivalent of the foregoing,
expressed as 4.0% of the
Uncertificated
Principal Balance of Uncertificated
REMIC I Regular Interest W
immediately
prior to that date; and (ii) with respect to any Class A-V
Certificates
or Subclass
thereof issued
pursuant to Section
5.01(c) of the Standard Terms, the aggregate Stated Principal
Balance of the Mortgage Loans
corresponding to the Uncertificated
REMIC
I Regular Interests Z represented by such Class or Subclass
immediately prior to such date.
Pass-Through
Rate:
With
respect
to the
Senior
Certificates
(other
than
the
Class
A-V
Certificates
and
Class
A-P
Certificates),
Class M
Certificates
and
Class B
Certificates
and any
Distribution
Date,
the per
annum
rates set forth in the
Preliminary Statement hereto.
With respect to the Class A-V Certificates
(other than any Subclass
thereof) and any Distribution
Date, a rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip
Rates of all
Mortgage
Loans as of the Due Date in the
related Due Period,
weighted on the basis of the
respective
Stated
Principal
Balances of such Mortgage Loans as of the day
immediately
preceding such
Distribution
Date (or, with respect to the initial
Distribution
Date, at the close of business on the Cut-off Date). With respect
to
the Class A-V
Certificates and the initial
Distribution
Date the
Pass-Through
Rate is equal to 0.3613% per annum.
With respect to
any Subclass of Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average,
expressed as a percentage,
of
the Pool Strip Rates of all
Mortgage
Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests Z
represented
by such
Subclass as of the Due Date in the
related Due Period,
weighted
on the basis of the
respective
Stated
Principal
Balances of such
Mortgage Loans as of the day immediately
preceding such
Distribution Date (or with respect to the initial
Distribution
Date, at the
close of business on the Cut-off
Date).
The Principal Only
Certificates
have no
Pass-Through
Rate and are not entitled to Accrued
Certificate Interest.
Prepayment
Assumption:
The
prepayment
assumption to be used for
determining
the accrual of original
issue
discount and
premium and market
discount on the
Certificates
for federal income tax purposes,
which assumes a constant
prepayment rate of 10.0%
per annum of the then
outstanding
principal
balance of the related
Mortgage
Loans in the first month of the life of such
Mortgage
Loans and an additional
approximately
1.3636363636%
per annum in each month thereafter until the twelfth month, and
beginning in the
twelfth month and in each month thereafter during the life of the
Mortgage Loans, a constant prepayment rate of 25.0% per annum.
Prepayment
Distribution
Percentage:
With
respect
to any
Distribution
Date and each Class of
Subordinate
Certificates,
under the applicable circumstances set forth below, the respective
percentages set forth below:
(i)
For any Distribution Date prior to the Distribution Date in
February 2012 (unless the Certificate
Principal Balances
of the Senior Certificates (other than the Class A-P Certificates)
have been reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed
in clause (i) above on which any Class of
Subordinate
Certificates
are
outstanding:
(a)
in the case of the Class of Subordinate
Certificates
then
outstanding
with the Highest Priority
and each other Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a percentage,
the numerator of which is the Certificate
Principal
Balance of
such
Class
immediately
prior to such date and the
denominator
of which is the sum of the
Certificate
Principal
Balances
immediately
prior to such date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate
Certificates for which the Prepayment
Distribution
Triggers have not been satisfied, 0%.
Notwithstanding
the foregoing,
if the
application
of the foregoing
percentages
on any
Distribution
Date as provided in
Section
4.02 of this
Series
Supplement
(determined
without
regard to the
proviso to the
definition
of
"Subordinate
Principal
Distribution
Amount") would result in a distribution
in respect of principal of any Class or Classes of Subordinate
Certificates
in
an amount
greater than the remaining
Certificate
Principal
Balance
thereof (any such class,
a "Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage of each Maturing Class shall be reduced to a level that,
when applied as described
above,
would
exactly
reduce the
Certificate
Principal
Balance of such Class to zero; (b) the
Prepayment
Distribution
Percentage of each other
Class of Subordinate
Certificates (any such Class, a "Non-Maturing
Class") shall be recalculated in accordance with the provisions in
paragraph (ii) above,
as if the
Certificate
Principal
Balance of each Maturing
Class had been reduced to zero (such
percentage as
recalculated,
the "Recalculated
Percentage");
(c) the total amount of the reductions in the Prepayment
Distribution
Percentages of
the Maturing Class or Classes pursuant to clause (a) of this
sentence,
expressed as an aggregate percentage,
shall be allocated among
the
Non-Maturing
Classes in proportion to their
respective
Recalculated
Percentages
(the portion of such
aggregate
reduction so
allocated to any
Non-Maturing
Class, the "Adjustment
Percentage");
and (d) for purposes of such
Distribution
Date, the Prepayment
Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of
(1) the Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above as if the
Certificate
Principal
Balance of each Maturing Class
had not been reduced to zero, plus (2) the related Adjustment
Percentage.
Principal Only Certificates:
The Class A-P Certificates.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates,
the close of
business
on the last
Business Day of the month preceding the month in which the related
Distribution Date occurs.
Related Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those classes of Certificates
identified as "Related
Classes of Certificates" to such Uncertificated REMIC I Regular
Interest in the definition of Uncertificated REMIC I Regular
Interest.
REMIC I:
The segregated pool of assets with respect to which a REMIC
election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect of the
Mortgage
Loans due after the
Cut-off
Date (other than
Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the
Custodial
Account or
in the
Certificate
Account and identified as belonging to the Trust Fund,
including the proceeds from the
liquidation
of Additional
Collateral
for any Additional
Collateral
Loan,
but not including
amounts on
deposit in the Initial Monthly Payment Fund,
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance
policies and Primary
Insurance
Policies,
if any, the Pledged Assets with respect to
each Pledged Asset Mortgage Loan,
and the interest in the Surety Bond
transferred to the Trustee
pursuant
to Section 2.01 herein, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The
segregated
pool of assets
consisting of the
Uncertificated
REMIC I Regular
Interests
conveyed in trust to
the Trustee for the benefit of the holders of each Class of
Certificates
(other than the Class R-I
Certificates)
pursuant to Section
2.06, with respect to which a separate REMIC election is to be
made.
Senior
Certificate:
Any one of the Class A Certificates or Class R Certificates,
executed by the Trustee and
authenticated
by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount:
With respect to any
Distribution
Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the Holders of the Senior
Certificates for that Distribution Date.
Senior
Percentage:
As of any
Distribution
Date,
the
lesser
of 100%
and a
fraction,
expressed
as a
percentage,
the
numerator of which is the aggregate
Certificate
Principal Balance of the Senior
Certificates (other than the Class A-P Certificates)
immediately
prior to such
Distribution
Date and the
denominator of which is the aggregate
Stated
Principal
Balance of all of the
Mortgage Loans (or related REO
Properties)
(other than the related
Discount
Fraction of each Discount
Mortgage
Loan)
immediately
prior to such Distribution Date.
Senior Principal
Distribution
Amount:
With respect to any Distribution Date, the lesser of (a) the
balance of the Available
Distribution
Amount
remaining
after the
distribution
of all
amounts
required
to be
distributed
therefrom
pursuant to Section
4.02(a)(i)
and Section
4.02(a)(ii)(W)
(excluding
any amount
distributable
pursuant to clause (E) of the
definition of "Class A-P
Principal
Distribution
Amount") and (b) the sum of the amounts
required to be distributed to the Senior
Certificateholders
on such
Distribution Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi)
and 4.02(a)(xvii).
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $5,367,435 minus the sum of (i) the
aggregate amount
of Special Hazard Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05 of this
Series
Supplement and (ii) the Adjustment Amount (as defined below) as
most recently
calculated.
For each anniversary of the Cut-off
Date,
the
Adjustment
Amount shall be equal to the amount,
if any, by which the amount
calculated in accordance
with the preceding
sentence
(without
giving
effect to the
deduction
of the
Adjustment
Amount for such
anniversary)
exceeds the greater of (A) the
greater of (i) the product of the Special Hazard
Percentage for such anniversary
multiplied by the outstanding
principal
balance of
all the Mortgage Loans on the
Distribution
Date
immediately
preceding such
anniversary
and (ii) twice the
outstanding
principal
balance of the Mortgage Loan with the largest
outstanding
principal
balance as of the Distribution
Date immediately
preceding such
anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding
principal
balance of all Mortgage Loans on
the
Distribution
Date
immediately
preceding
such
anniversary
multiplied
by a fraction,
the
numerator of which is equal to the
aggregate
outstanding
principal balance (as of the immediately
preceding
Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by
the aggregate
outstanding
principal balance (as of the immediately
preceding Distribution Date) of all of the Mortgage Loans,
expressed as a percentage,
and the denominator of which is equal to 10.34%
(which
percentage
is equal to the
percentage
of Mortgage
Loans by
aggregate
principal
balance
initially
secured by
Mortgaged
Properties located in the State of California) and (ii) the
aggregate
outstanding
principal balance (as of the immediately
preceding
Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged
Property (or, with respect to a Cooperative
Loan, the related
Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer
(including
accelerating the manner in which coverage
is reduced)
provided that prior to any such
reduction,
the Master
Servicer shall (i) obtain written
confirmation
from each Rating
Agency that such reduction
shall not reduce the rating
assigned to any Class of Certificates by such Rating Agency below
the lower of
the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii)
provide a
copy of such written confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary
of the
Cut-off
Date,
the
greater
of (i) 1.0% and (ii) the
largest
percentage
obtained by dividing the aggregate
outstanding
principal balance (as of immediately
preceding
Distribution Date) of the
Mortgage
Loans
secured by
Mortgaged
Properties
located in a single,
five-digit
zip code area in the State of
California
by the
outstanding principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Subordinate
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
and
each
Class
of
Subordinate
Certificates,
(a) the sum of (i) the product of (x) the related
Subordinate
Class Percentage for such Class and (y) the aggregate of
the amounts
calculated
(without giving effect to the related Senior
Percentages) for such
Distribution
Date under clauses (1), (2)
and (3) of Section
4.02(a)(ii)(Y)(A);
(ii) such Class's pro rata share,
based on the Certificate
Principal Balance of each Class of
Subordinate
Certificates then outstanding,
of the principal
collections
described in Section
4.02(a)(ii)(Y)(B)(b)
(without giving
effect to the Senior Accelerated
Distribution
Percentage) to the extent such collections are not otherwise
distributed to the Senior
Certificates;
(iii) the
product
of (x) the
related
Prepayment
Distribution
Percentage
and (y) the
aggregate
of all
Principal
Prepayments in Full received in the related
Prepayment
Period and Curtailments
received in the preceding
calendar month (other than
the related Discount
Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount
Mortgage Loan) to the
extent not payable to the Senior Certificates;
(iv) if such Class is the Class of Subordinate
Certificates with the Highest Priority,
any Excess Subordinate
Principal Amount for such Distribution Date not paid to the Senior
Certificates;
and (v) any amounts described
in clauses (i), (ii) and (iii) as determined for any previous
Distribution
Date,
that remain
undistributed
to the extent that such
amounts are not
attributable
to Realized Losses which have been allocated to a Class of
Subordinate
Certificates;
minus (b) the sum
of (i) with respect to the Class of Subordinate
Certificates
with the Lowest Priority,
any Excess
Subordinate
Principal Amount for
such Distribution
Date; and (ii) the Capitalization
Reimbursement
Amount for such Distribution Date, other than the related Discount
Fraction of any portion of that amount
related to each Discount
Mortgage
Loan,
multiplied by a fraction,
the numerator of which is
the
Subordinate
Principal
Distribution
Amount for such Class of
Subordinate
Certificates,
without
giving
effect to this clause
(b)(ii),
and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates other than the
Class A-P Certificates, without giving effect to any reductions for
the Capitalization Reimbursement Amount.
Uncertificated
Accrued
Interest:
With respect to each
Distribution
Date,
(i) as to each
Uncertificated
REMIC I Regular
Interest other than each
Uncertificated
REMIC I Regular
Interest Z, an amount equal to the aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on the Related
Classes of
Certificates
(excluding any Interest
Only Certificates) if the Pass-Through Rate on such Classes were
equal to the Uncertificated
Pass-Through Rate on such
Uncertificated
REMIC I Regular Interest,
(ii) as to each Uncertificated
REMIC I Regular Interest Z and each Uncertificated REMIC II Regular
Interest
Z, an amount
equal to one month's
interest
at the Pool Strip Rate of the
related
Mortgage
Loan on the
principal
balance of such
Mortgage
Loan reduced by such
Interest's
pro-rata
share of any
prepayment
interest
shortfalls
or other
reductions
of interest
allocable to the Class A-V Certificates.
Uncertificated
Pass-Through
Rate:
With
respect to each of the
Uncertificated
REMIC I Regular
Interests,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the per
annum
rate
specified
in the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to each
Uncertificated
REMIC I Regular Interest Z and each
Uncertificated
REMIC II Regular Interest Z, the
Pool Strip Rate for the related Mortgage Loan.
Uncertificated
Principal
Balance:
With
respect
to each
Uncertificated
REMIC
I
Regular
Interest,
as
defined
in the
definition of Uncertificated REMIC I Regular Interests.
Uncertificated
REMIC I Regular
Interests:
The
Uncertificated
REMIC I Regular
Interests
Z
together
with the
interests
identified
in the table below,
each
representing
an undivided
beneficial
ownership
interest in REMIC I, and having the following
characteristics:
1.
The principal
balance from time to time of each
Uncertificated
REMIC I Regular
Interest
identified in the table
below shall be the amount identified as the Initial
Principal
Balance thereof in such table,
minus the sum of (x)
the aggregate of all amounts
previously deemed
distributed with respect to such interest and applied to reduce the
Uncertificated
Principal
Balance thereof pursuant to Section
10.04(a)(ii) and (y) the aggregate of all reductions
in Certificate
Principal
Balance deemed to have occurred in connection
with Realized
Losses that were previously
deemed allocated to the Uncertificated
Principal Balance of such
Uncertificated
REMIC I Regular Interest pursuant
to Section
10.04(d),
which equals the aggregate
principal
balance of the Classes of
Certificates
identified as
related to such Uncertificated REMIC I Regular Interest in such
table.
2.
The Uncertificated
Pass-Through Rate for each Uncertificated REMIC I Regular Interest
identified in the table below
shall be the per annum rate set forth in the Pass-Through Rate
column of such table.
3.
The
Uncertificated
REMIC I
Distribution
Amount for each REMIC I Regular
Interest
identified in the table below
shall be, for any
Distribution
Date, the amount deemed
distributed
with respect to such
Uncertificated
REMIC I
Regular Interest on such Distribution Date pursuant to the
provisions of Section 10.04(a).
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated REMIC I
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
W
A-1, A-2, A-3, A-7
6.25%
$32,000,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
X
A-4, A-5, A-6, R-II, M-1, M-2,
6.25%
$502,395,738.67
M-3, B-1, B-2, B-3
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Y
A-P
0.00%
$2,347,706.84
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated
REMIC I
Regular
Interests
Z:
Each of the
1,983
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially from 1 to 1,983, each relating to the particular
Mortgage Loan identified by such
sequential
number on the Mortgage Loan Schedule,
each having no principal
balance,
and each bearing interest at the respective Pool
Strip Rate on the Stated Principal Balance of the related Mortgage
Loan.
Uncertificated
REMIC I Regular
Interests Z
Distribution
Amount:
With
respect to any
Distribution
Date,
the sum of the
amounts deemed to be distributed
on the
Uncertificated
REMIC I Regular
Interests Z for such
Distribution
Date pursuant to Section
10.04(a).
Uncertificated
REMIC I
Regular
Interest
Distribution
Amounts:
With
respect
to
each
Uncertificated
REMIC
I
Regular
Interest,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the amount
specified as the
Uncertificated
REMIC I Regular
Interest
Distribution Amount with respect thereto in the definition of
Uncertificated
REMIC I Regular Interests.
With respect to the
Uncertificated REMIC I Regular Interests Z, the Uncertificated
REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC II
Regular
Interests
Z: Each of the
1,983
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 through 1,983,
each relating to the identically
numbered
Uncertificated
REMIC I
Regular
Interests
Z, each having no
principal
balance and
bearing
interest at a rate equal to the related
Pool Strip Rate on the
Stated
Principal
Balance of the
Mortgage
Loan
related to the
identically
numbered
Uncertificated
REMIC I Regular
Interests Z,
comprising such Uncertificated REMIC II Regular Interests Z's pro
rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular
Interests
Distribution
Amount:
With
respect
to any
Distribution
Date,
the sum of the
amounts deemed to be distributed
on the
Uncertificated
REMIC I Regular
Interests Z for such
Distribution
Date pursuant to Section
10.04(a).
Underwriters:
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.
Section
1.02
Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof,"
"hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling and
Servicing
Agreement as a whole. All references
herein to Articles,
Sections or Subsections
shall mean the
corresponding
Articles,
Sections and
Subsections in the Pooling and Servicing
Agreement.
The
definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal"
of the Mortgage
Loans shall mean,
with
respect to the Sharia Mortgage Loans, amounts in respect profit
payments and acquisition payments, respectively.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage Loans. (See Section 2.01 of the Standard
Terms)
(a)
(See Section 2.01(a) of the Standard Terms)
(b)
(See Section 2.01(b) of the Standard Terms)
(c)
(See Section 2.01(c) of the Standard Terms)
(d)
(See Section 2.01(d) of the Standard Terms)
(e)
(See Section 2.01(e) of the Standard Terms)
(f)
(See Section 2.01(f) of the Standard Terms)
(g)
(See Section 2.01(g) of the Standard Terms)
(h)
(See Section 2.01(h) of the Standard Terms)
Section
2.02
Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
(See Section 2.03(a) of the Standard Terms)
(b) The Company
hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as of the Closing
Date (or, if otherwise specified below, as of the date so
specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal
and interest as of the Cut-off Date and no Mortgage
Loan has been so Delinquent more than once in the 12-month period
prior to the Cut-off Date;
(ii)
The
information
set forth in Exhibit One hereto with respect to each
Mortgage Loan or the Mortgage
Loans,
as the case may
be, is true and correct in all material respects at the date or
dates respecting which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if applicable),
fixed-rate
mortgage loans with
level
Monthly
Payments due,
with respect to a majority of the Mortgage
Loans,
on the first day of each month and terms to
maturity at origination or modification of not more than 30 years;
(iv)
To the best of the Company's
knowledge,
except in the case of 0.1% of the aggregate principal balance of
the Mortgage Loans,
if a Mortgage
Loan is secured by a Mortgaged
Property
with a
Loan-to-Value
Ratio at
origination
in excess of 80%,
such
Mortgage Loan is the subject of a Primary
Insurance Policy that insures (a) at least 35% of the Stated
Principal
Balance of
the Mortgage Loan at
origination if the
Loan-to-Value
Ratio is between
100.00% and 95.01%,
(b) at least 30% of the Stated
Principal
Balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least
25% of such
balance
if the
Loan-to-Value
Ratio is between
90.00%
and 85.01% and (d) at least 12% of such
balance if the
Loan-to-Value
Ratio is between
85.00% and
80.01%.
To the best of the
Company's
knowledge,
each such
Primary
Insurance
Policy is in full force and effect and the Trustee is entitled to
the benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying
abilities are currently
acceptable
to each Rating Agency;
(vi)
No more than 0.4% of the
Mortgage
Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date are
secured
by
Mortgaged
Properties
located in any one zip code area in Florida and no more than 0.4%
of the
Mortgage
Loans by
aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged
Properties
located in any one zip code area outside
Florida;
(vii)
The improvements
upon the Mortgaged
Properties are insured against loss by fire and other hazards as
required by the Program
Guide,
including
flood
insurance if required
under the National
Flood
Insurance
Act of 1968,
as amended.
The Mortgage
requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's
expense,
and on the Mortgagor's
failure to do
so,
authorizes
the holder of the
Mortgage to obtain and maintain
such
insurance
at the
Mortgagor's
expense and to seek
reimbursement therefor from the Mortgagor;
(viii)
Immediately
prior to the
assignment
of the Mortgage
Loans to the Trustee,
the Company had good title to, and was the sole
owner of, each
Mortgage
Loan free and clear of any pledge,
lien,
encumbrance
or security
interest
(other than rights to
servicing and related
compensation)
and such
assignment
validly
transfers
ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance or security
interest;
(ix)
No more than 49.10% of the
Mortgage
Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a reduced loan
documentation
program,
no more than 14.29% of the Mortgage Loans by aggregate Stated
Principal Balance
as of the Cut-off Date were
underwritten
under a no-stated income program,
and no more than 12.61% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a no income/no asset program;
(x)
Except with
respect to no more than 12.81% of the
Mortgage
Loans by aggregate
Stated
Principal
Balance as of the Cut-off
Date,
the
Mortgagor
represented
in its loan
application
with
respect to the related
Mortgage
Loan that the
Mortgaged
Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan constitutes a qualified mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulations Section
1.860G-2(a)(1),
(2), (4), (5) and (6), without reliance on the provisions of
Treasury
Regulation
Section
1.860G-2(a)(3) or
Treasury
Regulation
Section
1.860G-2(f)(2)
or any other
provision
that would
allow a
Mortgage
Loan to be treated as a
"qualified
mortgage"
notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance
was
effective as of the closing of each
Mortgage
Loan and is valid and binding and remains in
full force and effect,
unless the Mortgaged
Properties
are located in the State of Iowa and an attorney's
certificate
has
been provided as described in the Program Guide;
(xiv)
No more than 0.12% of the Mortgage Loans are Cooperative Loans;
(xv)
With respect to each Mortgage Loan
originated
under a "streamlined"
Mortgage Loan program
(through which no new or updated
appraisals
of
Mortgaged
Properties
are
obtained in
connection
with the
refinancing
thereof),
the related
Seller has
represented
that either (a) the value of the related
Mortgaged
Property as of the date the Mortgage Loan was originated was
not less than the
appraised
value of such property at the time of
origination
of the
refinanced
Mortgage Loan or (b) the
Loan-to-Value
Ratio of the Mortgage Loan as of the date of
origination
of the Mortgage Loan
generally
meets the Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;
(xvii)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(xviii)
None of the
Mortgage
Loans
has been
made to an
International
Borrower,
and no such
Mortgagor
is a member of a foreign
diplomatic mission with diplomatic rank;
(xix)
No Mortgage Loan provides for payments that are subject to
reduction by
withholding
taxes levied by any foreign
(non-United
States) sovereign government; and
(xx)
None of the Mortgage Loans is an Additional Collateral Loan and
none of the Mortgage Loans is a Pledged Asset Loan.
It is understood and agreed that the
representations
and warranties set forth in this Section
2.03(b) shall survive
delivery of the
respective Custodial Files to the Trustee or the Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or the
Custodian
of a
breach
of any of the
representations
and
warranties
set forth in this
Section
2.03(b)
that
materially
and
adversely
affects the
interests
of the
Certificateholders
in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (the
Custodian being so obligated under a Custodial Agreement);
provided,
however, that in the event of a breach of the representation and
warranty set forth in Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five days of discovery.
Within 90 days of its
discovery
or its receipt of notice of breach,
the Company
shall
either (i) cure such breach in all
material
respects or (ii) purchase
such
Mortgage
Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02;
provided that the Company shall have the option to substitute a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if
such
substitution
occurs
within two years
following
the Closing
Date;
provided
that if the
omission or defect
would cause the
Mortgage Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase
must
occur within 90 days from the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same
terms and
conditions as provided in Section 2.04 for
substitutions
by
Residential
Funding.
It is
understood
and agreed that the
obligation
of the
Company to cure such breach or to so purchase or
substitute
for any
Mortgage
Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to the
Certificateholders
or the Trustee
on behalf of the Certificateholders.
Section
2.04
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms)
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I Certificates.
The Trustee
acknowledges
the
assignment to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or the
Custodian on its behalf,
subject to any
exceptions
noted,
together with the
assignment
to it of all other assets
included in the
Trust Fund and/or the
applicable
REMIC,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefor,
the Trustee,
pursuant to the written request of the Company executed by an
officer of the Company,
has executed and caused
to be
authenticated
and delivered to or upon the order of the Company the Class R-I
Certificates in authorized
denominations
which
together with the Uncertificated REMIC I Regular Interests,
evidence the beneficial interest in REMIC I.
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the Trustee.
The Company,
as of the Closing Date,
and
concurrently
with the execution and delivery
hereof,
does hereby assign without
recourse all the right,
title and interest of the Company in and to the
Uncertificated
REMIC I Regular
Interests to the Trustee for
the benefit of the Holders of each Class of Certificates
(other than the Class R-I
Certificates).
The Trustee
acknowledges
receipt
of the
Uncertificated
REMIC I Regular
Interests and declares that it holds and will hold the same in
trust for the exclusive use and
benefit of all present and future
Holders of each Class of
Certificates
(other than the Class R-I
Certificates).
The rights of the
Holders of each Class of Certificates
(other than the Class R-I Certificates) to receive
distributions
from the proceeds of REMIC II
in respect of such Classes,
and all ownership
interests of the Holders of such Classes in such
distributions,
shall be as set forth
in this Agreement.
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee
acknowledges the assignment to it of the
Uncertificated
REMIC I Regular Interests and,
concurrently
therewith
and in exchange
therefor,
pursuant
to the written
request of the
Company
executed by an officer of the
Company,
the Trustee has
executed and caused to be
authenticated
and delivered to or upon the order of the Company,
all Classes of
Certificates
(other than
the Class R-I Certificates) in authorized denominations, which
evidence the ownership in the entire REMIC II.
Section
2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section
4.02
Distributions.
(a)
On each
Distribution
Date the Master
Servicer on behalf of the Trustee (or the Paying Agent
appointed by
the Trustee) shall
distribute to the Master Servicer,
in the case of a distribution
pursuant to Section
4.02(a)(iii)
below, and to
each
Certificateholder
of record on the next
preceding
Record Date (other than as provided in Section
9.01 of the
Standard
Terms
respecting
the final
distribution)
either in
immediately
available
funds (by wire
transfer or
otherwise) to the account of such
Certificateholder
at a bank or other entity having appropriate
facilities
therefor,
if such
Certificateholder
has so notified the
Master Servicer or the Paying Agent, as the case may be, or, if
such
Certificateholder
has not so notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such
Certificateholder
at the address of such Holder appearing in the Certificate
Register such
Certificateholder's
share (which share (A) with respect to each Class of
Certificates
(other than any Subclass of the
Class A-V
Certificates),
shall be based on the aggregate of the Percentage
Interests
represented by
Certificates of the applicable
Class held by such
Holder or (B) with
respect to any
Subclass of the Class A-V
Certificates,
shall be equal to the amount (if any)
distributed
pursuant to Section
4.02(a)(i)
below to each Holder of a Subclass
thereof) of the following
amounts,
in the following
order of priority
(subject to the
provisions
of Section
4.02(b),
(c) and (e) below),
in each case to the extent of the
Available
Distribution Amount:
(i)
to the Senior
Certificates
(other than the Class A-P Certificates),
on a pro rata basis based on
Accrued
Certificate
Interest
payable on such
Certificates
with respect to such
Distribution
Date,
Accrued
Certificate
Interest on such
Classes of
Certificates
(or
Subclasses,
if any,
with
respect to the Class A-V
Certificates)
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided in the last paragraph of this Section 4.02(a);
and
(ii)
(W)
to the Class A-P
Certificates,
the Class A-P Principal
Distribution
Amount
(applied to
reduce the Certificate Principal Balance of such Senior
Certificates);
(X)
[Reserved]
(Y)
to the Senior
Certificates
(other than the Class A-P, Class A-7 and Class A-V
Certificates),
in
the priorities and amounts set forth in Section
4.02(b) and (c), the sum of the following
(applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A)
the Senior Percentage for such Distribution Date times the sum of
the following:
(1)
the
principal
portion of each Monthly
Payment due during the related Due Period on each
Outstanding
Mortgage
Loan (other
than the related
Discount
Fraction of the
principal
portion of such
payment
with respect to a Discount
Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal
portion of any Debt Service
Reduction (other than the related Discount Fraction of the
principal portion of
such Debt
Service
Reductions
with
respect to each
Discount
Mortgage
Loan) which
together
with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2)
the Stated Principal Balance of any Mortgage Loan repurchased
during the preceding
calendar month (or deemed to have been so
repurchased in accordance with Section
3.07(b) of the Standard Terms) pursuant to Section 2.02,
2.03, 2.04
or 4.07
and the
amount
of any
shortfall
deposited
in the
Custodial
Account
in
connection
with the
substitution
of a Deleted
Mortgage
Loan
pursuant to Section 2.03 or 2.04 during the
preceding
calendar
month (other than the related Discount
Fraction of such Stated Principal
Balance or shortfall with respect
to each Discount Mortgage Loan); and
(3)
the principal
portion of all other
unscheduled
collections
(other than Principal
Prepayments in Full and Curtailments and
amounts
received in connection
with a Cash
Liquidation or REO Disposition of a Mortgage Loan described in
Section
4.02(a)(ii)(Y)(B)
of this Series
Supplement,
including without
limitation
Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds),
including
Subsequent
Recoveries,
received
during the preceding
calendar
month (or deemed to have been so received
in
accordance
with
Section
3.07(b) of the
Standard
Terms) to the extent applied by the Master Servicer as recoveries
of principal of the related
Mortgage Loan
pursuant to Section 3.14 of the Standard
Terms (other than the related
Discount
Fraction of the principal
portion of such unscheduled collections, with respect to each
Discount Mortgage Loan);
(B)
with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition
occurred during the preceding
calendar
month (or was deemed to have occurred
during such period in accordance
with Section
3.07(b) of the Standard Terms)
and did not
result
in any
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy
Losses
or
Extraordinary
Losses,
an amount equal to the lesser of (a) the Senior
Percentage for such
Distribution Date times
the Stated
Principal
Balance of such
Mortgage
Loan
(other
than the
related
Discount
Fraction
of such Stated
Principal
Balance,
with
respect
to each
Discount
Mortgage
Loan) and (b) the
Senior
Accelerated
Distribution
Percentage
for such
Distribution
Date times the related
unscheduled
collections
(including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and REO
Proceeds)
to the
extent
applied by the
Master
Servicer
as
recoveries of principal of the related
Mortgage
Loan
pursuant to Section 3.14 of the Standard
Terms (in each case
other than the portion of such unscheduled collections,
with respect to a Discount Mortgage Loan, included in clause
(C) of the definition of Class A-P Principal Distribution Amount);
(C)
the Senior
Accelerated
Distribution
Percentage
for such
Distribution
Date times the
aggregate
of all
Principal
Prepayments in Full received in the related
Prepayment Period and Curtailments
received in the preceding calendar
month (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments,
with respect to each
Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
and
(E)
any
amounts
described
in
subsection
(ii)(Y),
clauses
(A),
(B) and (C) of this
Section
4.02(a),
as
determined
for any previous
Distribution
Date,
which remain unpaid after
application
of amounts
previously
distributed
pursuant
to this
clause
(E) to the extent
that such
amounts
are not
attributable
to
Realized
Losses
which have been
allocated to the Subordinate Certificates; minus
(F)
the
Capitalization
Reimbursement
Amount
for such
Distribution
Date,
other than the
related
Discount
Fraction of any portion of that amount
related to each Discount
Mortgage
Loan,
multiplied by a fraction,
the numerator of
which is the Senior Principal
Distribution Amount,
without giving effect to this clause (F), and the denominator of
which is
the sum of the principal
distribution amounts for all Classes of Certificates other than the
Class A-P Certificates,
without
giving effect to any reductions for the Capitalization
Reimbursement Amount;
(iii)
if the Certificate Principal Balances of the Subordinate
Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer,
by remitting for deposit to the Custodial
Account,
to the extent of and in reimbursement
for any Advances or
Sub-Servicer
Advances
previously
made with respect to any Mortgage
Loan or REO Property
which remain
unreimbursed
in whole or in part
following the Cash
Liquidation
or REO
Disposition of such Mortgage Loan or REO Property,
minus any such Advances
that were made with respect to
delinquencies
that
ultimately
constituted
Excess
Special
Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv)
to
the
Holders
of the
Class
M-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for
such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(v)
to the Holders of the Class M-1 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount
for such
Class of
Certificates
for such
Distribution
Date,
minus (y) the
amount
of any
Class
A-P
Collection
Shortfalls for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available pursuant to clause (x) of Sections
4.02(a)(vii),
(ix), (xi), (xiii),
(xiv) and (xv) of this Series Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-1 Certificates;
(vi)
to
the
Holders
of the
Class
M-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for
such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(vii)
to the Holders of the Class M-2 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount
for such
Class of
Certificates
for such
Distribution
Date,
minus (y) the
amount
of any
Class
A-P
Collection
Shortfalls for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a) (ix), (xi),
(xiii),
(xiv) and (xv) are insufficient
therefor,
applied
in reduction of the Certificate Principal Balance of the Class M-2
Certificates;
(viii)
to
the
Holders
of the
Class
M-3
Certificates,
the
Accrued
Certificate
Interest
thereon
for
such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(ix)
to the Holders of the Class M-3 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-P Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available
pursuant to clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) are insufficient
therefor,
applied in reduction of
the Certificate Principal Balance of the Class M-3 Certificates;
(x)
to
the
Holders
of the
Class
B-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for
such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(xi)
to the Holders of the Class B-1 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-P Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available
pursuant to clause (x) of Sections
4.02(a)(xiii),
(xiv) and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate Principal Balance of the Class B-1 Certificates;
(xii)
to
the
Holders
of the
Class
B-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for
such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(xiii)
to the Holders of the Class B-2 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-P Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available
pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient
therefor,
applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv)
to the
Holders of the Class B-3
Certificates,
an amount
equal to (x) the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except
as
provided
below,
minus
(y) the
amount of any
Class
A-P
Collection
Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause (x) of Section 4.02(a)(xv) are insufficient therefor;
(xv)
to the Holders of the Class B-3 Certificates,
an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-P Collection
Shortfalls
for such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi)
to the Senior Certificates,
on a pro rata basis in accordance with their respective outstanding
Certificate
Principal
Balances,
the portion, if any, of the Available
Distribution
Amount remaining after the foregoing
distributions
applied to reduce the Certificate
Principal Balances of such Senior Certificates,
but in no event more than the aggregate of
the outstanding
Certificate
Principal Balances of each such Class of Senior Certificates,
and thereafter,
to each Class of
Subordinate
Certificates then outstanding
beginning with such Class with the Highest Priority,
any portion of the Available
Distribution
Amount remaining after the Senior
Certificates have been retired,
applied to reduce the Certificate
Principal
Balance of each such
Class of
Subordinate
Certificates,
but in no event more than the
outstanding
Certificate
Principal
Balance of each such Class of Subordinate Certificates; and
(xvii)
to the Class R-I Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding
the foregoing,
on any Distribution Date, with respect to the Class of Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the Subordinate
Certificates
are no longer
outstanding,
the
Senior Certificates,
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date will be distributable
only to the extent that (1) a shortfall
in the amounts
available
to pay Accrued
Certificate
Interest on any Class of
Certificates
results from an interest rate reduction in connection with a
Servicing
Modification,
or (2) such unpaid Accrued Certificate
Interest
was
attributable
to
interest
shortfalls
relating
to the
failure of the Master
Servicer
to make any
required
Advance,
or the
determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable
Advance with respect to the related Mortgage
Loan where such
Mortgage
Loan has not yet been the
subject of a Cash
Liquidation
or REO
Disposition
or the
related
Liquidation
Proceeds, Insurance Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions of principal on the Senior Certificates on each
Distribution Date will be made as follows:
(i)
the
Class
A-P
Principal
Distribution
Amount
shall be
distributed
to the
Class
A-P
Certificates,
until the
Certificate Principal Balance thereof has been reduced to zero;
(ii)
the
Senior
Principal
Distribution
Amount
shall be
distributed
to the Class
R-I
Certificates
and Class
R-II
Certificates,
on a pro rata basis in accordance with their respective
Certificate Principal Balances,
until the Certificate
Principal Balances thereof have been reduced to zero;
(iii)
the balance of the Senior Principal
Distribution
Amount
remaining after the
distributions,
if any,
described in
Section 4.02(b)(ii) above shall be distributed as follows:
(A)
6.3891512212% of such amount in the following manner and priority:
(1)
first,
to the Class A-3
Certificates,
until the Certificate
Principal
Balance thereof has been reduced to zero, an amount
equal to the sum of (X) the Class A-3 Lockout
Percentage of the aggregate of the
collections
described in
clauses
(A),
(B),
(D) and (E) (net of amounts set forth in clause (F)) of Section
4.02(a)(ii)(Y),
after
application of the Senior Percentage and the Senior Accelerated
Distribution Percentage and (Y) the product
of (1) the Class A-3 Lockout
Percentage,
(2) the Lockout
Shift
Percentage
and (3) the
aggregate of the
collections described in clause (C) of Section
4.02(a)(ii)(Y),
after application of the Senior Accelerated
Distribution Percentage;
provided,
however, that if the aggregate of the amounts set forth in clauses
(A),
(B),
(C),
(D) and (E) (net of amounts set forth in clause
(F))
Section
4.02(a)(ii)(Y)
is more than the
balance of the
Available
Distribution
Amount
remaining
after the
amount
payable
pursuant
to Section
4.02(a)(i) and the Class A-P Principal
Distribution
Amount have been
distributed,
the amount paid to the
Class A-3 Certificates
pursuant to this Section 4.02 (b)(iii)(A)(1)
shall be reduced by an amount equal to
the Class A-3 Lockout Percentage of such difference;
(2)
second,
to the Class A-1
Certificates,
an amount up to $1,000 on each
Distribution
Date, until the Certificate
Principal
Balance thereof has been reduced to zero;
(3)
third, to the Class A-2
Certificates,
an amount up to $105,597 on each
Distribution
Date, until the Certificate
Principal
Balance thereof has been reduced to zero;
(4)
fourth, to the Class A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(5)
fifth, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(6)
sixth, to the Class A-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(B)
93.6108487788% of such amount in the following manner and priority:
(1)
first,
to the Class A-6
Certificates,
until the Certificate
Principal
Balance thereof has been reduced to zero, an amount
equal to the sum of (X) the Class A-6 Lockout
Percentage of the aggregate of the
collections
described in
clauses
(A),
(B),
(D) and (E) (net of amounts set forth in clause (F)) of Section
4.02(a)(ii)(Y),
after
application of the Senior Percentage and the Senior Accelerated
Distribution Percentage and (Y) the product
of (1) the Class A-6 Lockout
Percentage,
(2) the Lockout
Shift
Percentage
and (3) the
aggregate of the
collections described in clause (C) of Section
4.02(a)(ii)(Y),
after application of the Senior Accelerated
Distribution Percentage;
provided,
however, that if the aggregate of the amounts set forth in clauses
(A),
(B),
(C), (D) and (E) (net of amounts set forth in clause (F)) of
Section
4.02(a)(ii)(Y)
is more than the
balance of the
Available
Distribution
Amount
remaining
after the
amount
payable
pursuant
to Section
4.02(a)(i) and the Class A-P Principal
Distribution
Amount have been
distributed,
the amount paid to the
Class A-6 Certificates
pursuant to this Section 4.02 (b)(iii)(B)(1)
shall be reduced by an amount equal to
the Class A-6 Lockout Percentage of such difference;
(2)
second,
to the Class A-4
Certificates,
an amount up to $1,000 on each
Distribution
Date, until the Certificate
Principal
Balance thereof has been reduced to zero;
(3)
third, to the Class A-5 Certificates,
an amount up to $2,109,820 on each Distribution
Date, until the Certificate
Principal
Balance thereof has been reduced to zero;
(4)
fourth, to the Class A-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(5)
fifth, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(6)
sixth, to the Class A-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(c)
Notwithstanding
Section
4.02(b),
on or after the Credit
Support
Depletion
Date, an amount equal to the
Class A-P Principal
Distribution
Amount will be distributed to the Class A-P Certificates and then
the Senior Principal
Distribution
Amount
will be
distributed
to the
remaining
Senior
Certificates
(other
than
the
Class
A-P
Certificates
and the
Class
A-V
Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances.
(d)
After the reduction of the Certificate
Principal Balances of the Senior
Certificates (other than the Class
A-P
Certificates)
to zero but
prior to the
Credit
Support
Depletion
Date,
the
Senior
Certificates
(other
than the Class A-P
Certificates)
will be
entitled
to no further
distributions
of
principal
thereon and the
Available
Distribution
Amount will be
distributed solely to the holders of the Class A-P, Class A-V and
Subordinate Certificates, in each case as described herein.
(e)
In addition to the foregoing distributions,
with respect to any Subsequent Recoveries,
the Master Servicer
shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii) of the Standard Terms.
If, after taking into
account such
Subsequent
Recoveries,
the amount of a Realized Loss is reduced,
the amount of such
Subsequent
Recoveries
will be
applied to increase the Certificate
Principal Balance of the Class of Subordinate
Certificates with a Certificate Principal Balance
greater than zero with the highest payment
priority to which Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud
Losses,
Excess Special Hazard Losses and
Extraordinary
Losses,
have been
allocated,
but not by more than the amount of Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant
to Section
4.05.
The
amount of any
remaining
Subsequent
Recoveries will be applied to increase from zero the Certificate
Principal
Balance of the Class of Certificates with the next lower
payment priority,
up to the amount of Realized Losses previously
allocated to that Class of Certificates
pursuant to Section 4.05.
Any remaining Subsequent
Recoveries will in turn be applied to increase from zero the
Certificate
Principal Balance of the Class of
Certificates
with the next lower
payment
priority
up to the
amount of
Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant to Section 4.05,
and so on.
Holders of such
Certificates
will not be entitled to any payment in respect of
Accrued
Certificate
Interest on the amount of such increases for any Interest
Accrual Period preceding the Interest Accrual Period
that
relates
to the
Distribution
Date on which such
increase
occurs.
Any such
increases
shall be applied to the
Certificate
Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.
(f)
[Reserved]
(g)
Each
distribution
with
respect to a Book-Entry
Certificate
shall be paid to the
Depository,
as Holder
thereof,
and the
Depository
shall be solely
responsible
for
crediting
the amount of such
distribution
to the
accounts
of its
Depository
Participants in accordance with its normal
procedures.
Each
Depository
Participant
shall be responsible for disbursing
such distribution to the Certificate Owners that it represents and
to each indirect
participating
brokerage firm (a "brokerage firm")
for which it acts as
agent.
Each
brokerage
firm
shall be
responsible
for
disbursing
funds to the
Certificate
Owners
that it
represents.
None of the
Trustee,
the
Certificate
Registrar,
the
Company or the
Master
Servicer
shall have any
responsibility
therefor.
(h)
Except as otherwise provided in Section 9.01 of the Standard Terms,
if the Master Servicer
anticipates that
a final
distribution with respect to any Class of Certificates will be made
on the next Distribution
Date, the Master Servicer shall,
no later than the Determination Date in the month of such final
distribution,
notify the Trustee and the Trustee shall, no later than
two (2) Business Days after such
Determination
Date,
mail on such date to each Holder of such Class of
Certificates a notice to the
effect that: (i) the Trustee
anticipates that the final
distribution
with respect to such Class of Certificates will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the
Trustee
or as
otherwise
specified
therein,
and (ii) no interest
shall accrue on such
Certificates
from and after the end of the related
Interest
Accrual
Period.
In the event that
Certificateholders
required to surrender
their
Certificates
pursuant to Section 9.01(c) of the Standard
Terms do not surrender their
Certificates for final
cancellation,
the Trustee shall cause funds
distributable
with respect to such
Certificates
to be
withdrawn
from the
Certificate
Account
and
credited
to a separate
escrow
account
for the
benefit of such
Certificateholders as provided in Section 9.01(d) of the Standard
Terms.
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting. (See Section 4.03 of
the Standard Terms)
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer. (See Section 4.04 of the
Standard Terms)
Section
4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine the total amount of Realized
Losses,
if any, that
resulted from any Cash
Liquidation,
Servicing
Modification,
Debt Service
Reduction,
Deficient
Valuation or REO Disposition
that
occurred
during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes
a
reduction
of the
interest rate on a Mortgage
Loan,
the amount of the reduction in the interest
portion of the Monthly
Payment due during the related
Due Period.
The amount of each Realized Loss shall be evidenced by an Officers'
Certificate.
All Realized Losses,
other than Excess
Special Hazard Losses,
Extraordinary
Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated
as follows:
first,
to the Class B-3
Certificates,
until the Certificate
Principal
Balance thereof has been reduced to zero;
second,
to the Class B-2
Certificates
until the Certificate
Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the
Certificate
Principal Balance thereof has been reduced to zero; fourth, to the
Class M-3 Certificates until the Certificate
Principal
Balance thereof has been reduced to zero;
fifth, to the Class M-2
Certificates
until the Certificate
Principal
Balance thereof has
been reduced to zero;
sixth, to the Class M-1 Certificates
until the Certificate
Principal Balance thereof has been reduced to zero;
and,
thereafter,
if any such Realized Loss is on a Discount
Mortgage Loan, to the Class A-P
Certificates
in an amount equal to the
related
Discount
Fraction of the principal
portion of the Realized
Loss until the
Certificate
Principal
Balance of the Class A-P
Certificates
has been reduced to zero, and the remainder of such Realized Losses
on the Discount
Mortgage Loans and the entire amount
of such Realized Losses on the Non-Discount
Mortgage Loans shall be allocated among all Senior
Certificates (other than the Class A-P
Certificates)
on a pro rata basis, as described below. The principal
portion of any Excess Special Hazard Losses,
Excess
Bankruptcy
Losses,
Excess Fraud Losses and
Extraordinary
Losses on the Discount Mortgage Loans shall be allocated to the
Class A-P Certificates
in an amount
equal to the related
Discount
Fraction
thereof and the
remainder
of the
principal
portion and the entire
interest
portion of such Realized Losses on the Discount
Mortgage Loans and the entire
principal and interest
portion of such Realized Losses
on
Non-Discount
Mortgage
Loans will be
allocated
among the Senior
Certificates
(other than the Class A-P
Certificates)
and the
Subordinate Certificates, on a pro rata basis, as described below.
As used herein,
an allocation of a Realized Loss on a "pro rata basis" among two or
more
specified
Classes of
Certificates
means an allocation on a pro rata basis,
among the various Classes so specified,
to each such Class of Certificates,
on the basis of
their then outstanding
Certificate
Principal Balances prior to giving effect to distributions to be
made on such Distribution Date in
the
case of the
principal
portion
of a
Realized
Loss or
based
on the
Accrued
Certificate
Interest
thereon
payable
on such
Distribution
Date (without regard to any
Compensating
Interest for such
Distribution
Date) in the case of an interest portion of a
Realized Loss.
Except as provided in the following
sentence,
any allocation of the principal
portion of Realized Losses (other than
Debt Service
Reductions) to a Class of Certificates shall be made by reducing
the Certificate
Principal Balance thereof by the amount
so allocated,
which
allocation
shall be deemed to have occurred on such
Distribution
Date;
provided that no such reduction
shall
reduce the aggregate
Certificate
Principal
Balance of the Certificates
below the aggregate Stated Principal Balance of the Mortgage
Loans.
Any
allocation
of the
principal
portion
of
Realized
Losses
(other
than Debt
Service
Reductions)
to the
Subordinate
Certificates
then
outstanding
with the Lowest
Priority
shall be made by
operation of the
definition
of
"Certificate
Principal
Balance" and by operation of the provisions of Section
4.02(a).
Allocations of the interest
portions of Realized
Losses (other than
any interest rate reduction
resulting from a Servicing
Modification) shall be made in proportion to the amount of Accrued
Certificate
Interest and by operation of the definition of "Accrued
Certificate
Interest" and by operation of the provisions of Section
4.02(a).
Allocations
of the interest
portion of a Realized
Loss
resulting
from an interest rate
reduction in
connection
with a Servicing
Modification
shall be made by operation of the provisions of Section
4.02(a).
Allocations
of the principal
portion of Debt Service
Reductions
shall be made by operation of the provisions of Section
4.02(a).
All Realized Losses and all other losses
allocated to a
Class of
Certificates
hereunder will be allocated
among the
Certificates
of such Class in proportion to the
Percentage
Interests
evidenced
thereby;
provided that if any Subclasses of the Class A-V Certificates
have been issued pursuant to Section 5.01(c) of the
Standard
Terms,
such
Realized
Losses
and other
losses
allocated
to the Class A-V
Certificates
shall be
allocated
among such
Subclasses in proportion to the respective
amounts of Accrued
Certificate
Interest payable on such Distribution Date that would have
resulted absent such reductions.
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms)
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the Standard Terms)
Section
4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
ARTICLE X
REMIC PROVISIONS
Section
10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms)
Section
10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard Terms)
Section
10.03
Designation of REMICs.
The REMIC
Administrator
shall make an election to treat the entire
segregated pool of assets described in the definition of
REMIC I, and subject to this Agreement
(including
the Mortgage
Loans) as a REMIC ("REMIC I") and shall make an election to treat
the
pool of assets comprised of the Uncertificated REMIC I Regular
Interests as a REMIC ("REMIC II") for federal income tax purposes.
The
Uncertificated
REMIC I Regular
Interests will be "regular
interests" in REMIC I and the Class R-I Certificates will be
the sole class of "residual
interests" in REMIC I for purposes of the REMIC
Provisions
(as defined
herein) under the federal income
tax law.
The Class A-1,
Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-P,
Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated
REMIC II Regular
Interests Z, the rights in and to which will
be represented by the Class A-V
Certificates,
will be "regular
interests" in REMIC II, and the Class R-II
Certificates
will be the
sole class of "residual
interests"
therein for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. On
and after the date of issuance of any Subclass of Class A-V
Certificates
pursuant to Section 5.01(c) of the Standard Terms,
any such
Subclass will represent the
Uncertificated
REMIC II Regular
Interest or Interests Z specified by the initial Holder of the
Class A-V
Certificates pursuant to said Section.
Section
10.04
Distributions on the Uncertificated REMIC I Regular Interests and
the Uncertificated REMIC II Regular Interests Z.
(a)
On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated
REMIC
I Regular
Interests,
the
Uncertificated
REMIC I Regular
Interest
Distribution
Amounts in the following
order of priority to the
extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i)
Uncertificated
Accrued Interest on the Uncertificated REMIC I Regular Interests
for such Distribution Date,
plus any Uncertificated Accrued Interest thereon remaining unpaid
from any previous Distribution Date; and
(ii)
In accordance with the priority set forth in Section 10.04(b),
an amount equal to the sum of the amounts in
respect of
principal
distributable
on each Class of
Certificates
(other than the Class R-I
Certificates)
under
Section
4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b)
The amount described in Section
10.04(a)(ii) shall be deemed distributed to the Uncertificated
REMIC I Regular Interests
(other than the
Uncertificated
REMIC I Regular
Interests
Z) with the amount to be
distributed
allocated
among such
interests in
accordance with the priority
assigned to each Related Class of
Certificates
(other than the Class R-I
Certificates),
respectively,
under Section 4.02(b) until the Uncertificated Principal Balance of
each such interest is reduced to zero.
(c)
The portion of the Uncertificated
REMIC I Regular Interest
Distribution Amounts described in Section 10.04(a)(ii) shall
be deemed distributed by REMIC I to REMIC II in accordance with the
priority assigned to the
Uncertificated
REMIC I Regular Interests
relative to that assigned to the Certificates under Section
4.02(b).
(d)
In determining from time to time the
Uncertificated
REMIC I Regular Interest
Distribution
Amounts and
Uncertificated
REMIC II Regular Interest Distribution Amounts:
(i)
Realized Losses allocated to the Class A-V Certificates
under Section 4.05 shall be deemed allocated to the
Uncertificated
REMIC II Regular Interests Z pro rata according to the respective
amounts of Uncertificated
Accrued Interest
that
would
have
accrued
on such
Uncertificated
REMIC II Regular
Interests
Z for the
Distribution
Date for which such
allocation is being made in the absence of such allocation;
(ii)
Realized Losses
allocated to the Class A-1, Class A-2, Class A-3 and Class A-7
Certificates
under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest W;
(iii)
Realized
Losses
allocated to the Class A-4, Class A-5, Class A-6, Class R-II,
Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates
under Section 4.05 shall be deemed allocated to
Uncertificated
REMIC I
Regular Interest X;
(iv)
Realized
Losses
allocated to the Class A-P
Certificates
under Section 4.05 shall be deemed
allocated to
Uncertificated REMIC I Regular Interest Y; and
(v)
Realized Losses allocated to the Uncertificated
REMIC II Regular Interests Z under clause (i), above, shall
be deemed allocated, in each case, to the related Uncertificated
REMIC I Regular Interest Z.
(e)
On each
Distribution Date the Trustee shall be deemed to distribute from
REMIC II, in the priority set forth in Sections
4.02(a)
and (b), to the
Holders of each Class of
Certificates
(other
than the Class R-I
Certificates)
the amounts
distributable
thereon from the
Uncertificated
REMIC I Regular Interest
Distribution
Amounts deemed to have been received by REMIC II from REMIC I
under this Section
10.04.
The amounts deemed
distributed
hereunder
with respect to the Class A-V
Certificates
shall be deemed to
have
been
distributed
in
respect
of
the
Uncertificated
REMIC
II
Regular
Interests
Z in
accordance
with
their
respective
Uncertificated REMIC II Regular Interest
Distribution
Amounts, as such Uncertificated REMIC II Regular Interests Z
comprise the Class
A-V Certificates.
(f)
Notwithstanding
the deemed
distributions
on the
Uncertificated
REMIC I Regular
Interests
described in this Section
10.04, distributions of funds from the Certificate Account shall be
made only in accordance with Section 4.02.
Section
10.05
Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement,
the Trustee or any Paying Agent, as applicable,
shall comply
with all federal
withholding
requirements
respecting payments to
Certificateholders,
including interest or original issue discount
payments or advances
thereof that the Trustee or any Paying Agent, as applicable,
reasonably
believes are applicable under the Code.
The consent of
Certificateholders
shall not be
required
for such
withholding.
In the event the
Trustee or any Paying
Agent,
as
applicable,
does withhold any amount from interest or original issue discount
payments or advances
thereof to any
Certificateholder
pursuant to federal
withholding
requirements,
the Trustee or any Paying Agent, as applicable,
shall indicate the amount withheld to
such Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section
11.02
Recordation of Agreement;
Counterparts.
(See Section 11.02 of the Standard Terms)
Section
11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the Standard Terms)
Section
11.04
Governing Law.
(See Section 11.04 of the Standard Terms)
Section
11.05
Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if
personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to
have been duly given only when received), to the appropriate
address for each recipient listed in the table below or, in each
case,
such other address as may hereafter be furnished in writing to the
Master Servicer, the Trustee and the Company, as applicable:
-----------------------------------------
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RECIPIENT
ADDRESS
-----------------------------------------
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Company
8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota
55437,
Attention:
President
-----------------------------------------
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Master Servicer
2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention:
Managing Director/Master Servicing
-----------------------------------------
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Trustee
Corporate Trust Office
1761 East St. Andrew Place
Santa Ana, California 92705-4934,
Attention:
Residential Accredit Loans, Inc. Series 2007-QS2
The Trustee designates its offices located at DB Services
Tennessee, 648
Grassmere Park Road, Nashville, TN 37211-3658, Attn:
Transfer Unit, for
the purposes of Section 8.12 of the Standard Terms
-----------------------------------------
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Fitch Ratings
One State Street Plaza
New York, New York 10004
-----------------------------------------
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Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10004
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Standard & Poor's
55 Water Street
Ratings Services, a division of The
New York, New York 10041
McGraw-Hill Companies, Inc.
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Any notice
required or permitted
to be mailed to a
Certificateholder
shall be given by first class mail,
postage
prepaid,
at the
address of such holder as shown in the
Certificate
Register.
Any notice so mailed within the time prescribed in this Agreement
shall
be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section
11.06
Required Notices to Rating Agency and Subservicers.
(See Section 11.06 of the Standard Terms)
Section
11.07
Severability of Provisions. (See Section 11.07 of the Standard
Terms)
Section
11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the
Standard Terms)
Section
11.09
Allocation of Voting Rights.
Ninety-seven
percent of all Voting Rights will be allocated
among all Holders of the
Certificates,
other than the
Interest Only Certificates and Class R Certificates,
in proportion to their then outstanding
Certificate
Principal Balances of their
respective
Certificates,
in accordance with each Class's Percentage Interests;
1.0% of all Voting Rights will be allocated among the
Holders of the Class A-7 Certificates,
in accordance with their respective
Percentage
Interests;
1.0% of all Voting Rights shall be
allocated
among the Holders of the Class A-V
Certificates,
in accordance with their
respective
Percentage
Interests;
0.5% of all
Voting Rights shall be allocated
among the Holders of the Class R-I
Certificates,
in
accordance
with their
respective
Percentage
Interests;
and 0.5% of all Voting
Rights shall be allocated
among the Holders of the Class R-II
Certificates,
in
accordance
with
their respective Percentage Interests.
Section 11.10
No Petition.
The Company,
Master
Servicer and the Trustee,
by entering
into this
Agreement,
and each
Certificateholder,
by
accepting a
Certificate,
hereby
covenant and agree that they will not at any time
institute
against the Trust Fund, or join in any
institution
against the Trust Fund of, any bankruptcy
proceedings
under any United States federal or state bankruptcy or similar law
in connection with any obligation with respect to the Certificates
or this Agreement.
IN WITNESS
WHEREOF,
the Company,
the Master
Servicer and the Trustee have caused their names to be signed
hereto by their
respective
officers
thereunto duly authorized and their respective
seals, duly attested,
to be hereunto affixed,
all as of the day
and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
By:
/s/ Heather Anderson
Name:
Heather Anderson
Title:
Vice President
RESIDENTIAL FUNDING COMPANY, LLC
By:
/s/ Tim Jacobson
Name:
Tim Jacobson
Title:
Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
/s/ Melissa Wilman
Name:
Melissa Wilman
Title:
Vice President
By:
Name:
Karlene Benvenuto
Title: Authorized Signer
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the
30th
day of
January,
2007
before
me,
a
notary
public
in and
for
said
State,
personally
appeared
_________Heather
Anderson__________,
known to me to be a Vice President__________________ of Residential
Accredit Loans, Inc., one of
the
corporations
that
executed
the within
instrument,
and also known to me to be the
person
who
executed
it on behalf of said
corporation, and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
/s/ Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the 30th day of
January,
2007
before me, a notary
public in and for said
State,
personally
appeared
___Tim
Jacobson___________,
known to me to be an
Associate__________________
of
Residential
Funding
Company,
LLC, the Delaware
limited
liability
company
that
executed
the within
instrument,
and also known to me to be the
person who
executed
it on behalf of said
limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
/s/ Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the 30th day of January,
2007 before me, a notary public in and for said State,
personally appeared
____Melissa
Wilman____________,
known to me to be a(n) Vice
President_______
of
Deutsche
Bank Trust
Company
Americas,
the New York
banking
corporation
that
executed
the within
instrument,
and also known to me to be the person who
executed it on behalf of said
banking
corporation and acknowledged to me that such banking corporation
executed the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
/s/ Cindy Lai
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the 30th day of January,
2007
before me, a notary
public in and for said State,
personally
appeared
_____Amy
Stoddard__________,
known to me to be a(n)
______Authorized
Signer_________
of Deutsche Bank Trust Company
Americas,
the New York
banking
corporation
that
executed
the within
instrument,
and also known to me to be the person who
executed it on behalf of said
banking corporation and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
/s/ Cindy Lai
Notary Public
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
Loan Number
Current Balance
Net Mortgage Rate
Discount Fraction
PO Balance
10720618
$398,541.69
6.220%
.4800%
$1,913.00
10720636
$447,363.12
6.220%
.4800%
$2,147.34
10720926
$329,100.15
6.220%
.4800%
$1,579.68
10720960
$348,692.93
6.095%
2.4800%
$8,647.58
10720962
$203,361.59
6.220%
.4800%
$976.14
10720966
$430,425.10
6.220%
.4800%
$2,066.04
10720968
$773,025.93
5.970%
4.4800%
$34,631.56
10720992
$228,145.30
5.970%
4.4800%
$10,220.91
10721002
$219,476.92
5.970%
4.4800%
$9,832.57
10721054
$289,149.96
5.845%
6.4800%
$18,736.92
10721060
$1,096,927.28
6.095%
2.4800%
$27,203.80
10721088
$374,949.66
6.095%
2.4800%
$9,298.75
10721122
$457,686.61
5.970%
4.4800%
$20,504.36
10721136
$186,963.49
5.970%
4.4800%
$8,375.96
10739602
$183,200.00
6.220%
.4800%
$879.36
10739690
$259,291.03
6.220%
.4800%
$1,244.60
10740274
$269,263.76
6.220%
.4800%
$1,292.47
10740316
$229,372.32
6.220%
.4800%
$1,100.99
10740326
$266,504.34
6.220%
.4800%
$1,279.22
10745604
$678,145.78
6.220%
.4800%
$3,255.10
10745752
$636,000.00
6.220%
.4800%
$3,052.80
10760310
$313,500.00
6.220%
.4800%
$1,504.80
10765380
$279,342.09
6.220%
.4800%
$1,340.84
10784396
$254,234.61
5.720%
8.4800%
$21,559.09
10784840
$200,000.00
6.220%
.4800%
$960.00
10784870
$300,000.00
6.220%
.4800%
$1,440.00
10790286
$241,775.86
6.095%
2.4800%
$5,996.04
10793382
$648,792.74
6.095%
2.4800%
$16,090.06
10794534
$189,423.98
6.095%
2.4800%
$4,697.71
10794832
$203,054.75
6.220%
.4800%
$974.66
10794896
$249,546.75
6.220%
.4800%
$1,197.82
10795706
$124,767.83
6.095%
2.4800%
$3,094.24
10811220
$260,800.00
6.220%
.4800%
$1,251.84
10811274
$184,000.00
6.095%
2.4800%
$4,563.20
10813160
$316,000.00
6.220%
.4800%
$1,516.80
10813166
$308,000.00
6.220%
.4800%
$1,478.40
10819634
$503,444.47
6.220%
.4800%
$2,416.53
10824526
$511,234.46
5.970%
4.4800%
$22,903.30
10824530
$439,531.55
6.095%
2.4800%
$10,900.38
10824548
$997,500.00
6.220%
.4800%
$4,788.00
10824556
$489,185.40
5.970%
4.4800%
$21,915.51
10824574
$499,547.98
6.220%
.4800%
$2,397.83
10824578
$560,492.85
6.220%
.4800%
$2,690.37
10824584
$467,130.78
6.095%
2.4800%
$11,584.84
10824596
$675,000.00
5.970%
4.4800%
$30,240.00
10824598
$553,237.12
6.095%
2.4800%
$13,720.28
10824602
$554,698.09
6.220%
.4800%
$2,662.55
10824628
$559,658.60
6.095%
2.4800%
$13,879.53
10824640
$528,955.82
5.970%
4.4800%
$23,697.22
10824652
$479,086.73
5.970%
4.4800%
$21,463.09
10824682
$469,575.11
6.220%
.4800%
$2,253.96
10824702
$580,474.76
6.220%
.4800%
$2,786.28
10824716
$722,630.07
6.095%
2.4800%
$17,921.23
10824724
$659,103.63
6.220%
.4800%
$3,163.70
10824740
$487,536.97
5.970%
4.4800%
$21,841.66
10824750
$474,072.26
5.970%
4.4800%
$21,238.44
10828844
$215,100.00
5.595%
10.4800%
$22,542.48
10831080
$291,100.00
6.220%
.4800%
$1,397.28
10831102
$577,100.00
6.220%
.4800%
$2,770.08
10831686
$200,000.00
6.095%
2.4800%
$4,960.00
10831838
$260,000.00
6.220%
.4800%
$1,248.00
10831904
$478,067.43
6.220%
.4800%
$2,294.72
10836968
$251,950.00
6.220%
.4800%
$1,209.36
10838768
$154,000.00
6.220%
.4800%
$739.20
10839576
$438,750.00
6.220%
.4800%
$2,106.00
10840360
$180,350.00
5.970%
4.4800%
$8,079.68
10840366
$424,000.00
6.095%
2.4800%
$10,515.20
10840374
$317,000.00
5.970%
4.4800%
$14,201.60
10840598
$243,900.00
5.720%
8.4800%
$20,682.72
10841488
$112,200.00
6.220%
.4800%
$538.56
10841514
$199,100.00
5.845%
6.4800%
$12,901.68
10847806
$412,000.00
5.970%
4.4800%
$18,457.60
10848504
$352,000.00
5.970%
4.4800%
$15,769.60
10864742
$508,000.00
5.720%
8.4800%
$43,078.40
10953107
$160,500.00
6.220%
.4800%
$770.40
10969803
$198,750.00
6.220%
.4800%
$954.00
11015463
$247,000.00
5.720%
8.4800%
$20,945.60
11059239
$331,094.70
6.220%
.4800%
$1,589.25
11061781
$465,227.96
6.220%
.4800%
$2,233.09
11065131
$265,000.00
6.220%
.4800%
$1,272.00
11065437
$146,165.22
6.220%
.4800%
$701.59
11068563
$234,442.81
6.220%
.4800%
$1,125.33
11071219
$494,614.50
6.095%
2.4800%
$12,266.44
11072451
$269,000.00
6.220%
.4800%
$1,291.20
11077721
$224,960.06
5.970%
4.4800%
$10,078.21
11080899
$417,777.61
6.220%
.4800%
$2,005.33
11086549
$278,400.00
6.220%
.4800%
$1,336.32
11088689
$467,500.00
6.220%
.4800%
$2,244.00
11089109
$482,696.82
5.720%
8.4800%
$40,932.69
11090541
$161,299.86
6.095%
2.4800%
$4,000.24
11100447
$299,456.13
6.220%
.4800%
$1,437.39
11100467
$195,822.82
6.220%
.4800%
$939.95
11101207
$416,126.51
6.095%
2.4800%
$10,319.94
11101317
$174,674.96
6.095%
2.4800%
$4,331.94
11101347
$174,682.74
6.220%
.4800%
$838.48
11101351
$797,813.01
6.220%
.4800%
$3,829.50
11103325
$598,885.61
6.095%
2.4800%
$14,852.36
11103893
$276,485.52
6.095%
2.4800%
$6,856.84
11108995
$493,037.27
5.845%
6.4800%
$31,948.82
11110209
$163,851.74
6.220%
.4800%
$786.49
11110249
$206,606.16
5.970%
4.4800%
$9,255.96
11114291
$219,000.00
6.095%
2.4800%
$5,431.20
11114315
$324,366.36
5.845%
6.4800%
$21,018.94
11114329
$417,000.00
6.220%
.4800%
$2,001.60
11115701
$232,584.38
6.095%
2.4800%
$5,768.09
11118559
$192,000.00
6.220%
.4800%
$921.60
11119803
$738,000.00
6.220%
.4800%
$3,542.40
11120207
$449,184.18
6.220%
.4800%
$2,156.08
11120239
$460,322.50
5.970%
4.4800%
$20,622.45
11120489
$458,745.70
6.220%
.4800%
$2,201.98
11120491
$448,667.63
5.970%
4.4800%
$20,100.31
11121837
$198,815.69
6.095%
2.4800%
$4,930.63
11122093
$173,435.28
5.970%
4.4800%
$7,769.90
11122979
$244,000.00
6.220%
.4800%
$1,171.20
11123071
$873,413.68
6.220%
.4800%
$4,192.39
11123093
$197,199.53
6.220%
.4800%
$946.56
11123099
$203,500.00
5.595%
10.4800%
$21,326.80
11123103
$280,000.00
6.095%
2.4800%
$6,944.00
11123263
$255,535.88
6.220%
.4800%
$1,226.57
11123381
$648,792.74
6.095%
2.4800%
$16,090.06
11123405
$165,040.84
6.220%
.4800%
$792.20
11127741
$155,355.97
6.095%
2.4800%
$3,852.83
11127859
$337,000.00
6.220%
.4800%
$1,617.60
11127879
$179,833.28
6.095%
2.4800%
$4,459.87
11128411
$289,847.48
5.970%
4.4800%
$12,985.17
11128597
$516,062.71
6.220%
.4800%
$2,477.10
11128637
$499,093.51
6.220%
.4800%
$2,395.65
11128655
$449,143.82
5.970%
4.4800%
$20,121.64
11130945
$212,000.00
5.970%
4.4800%
$9,497.60
11131079
$230,149.70
5.845%
6.4800%
$14,913.70
11135561
$267,704.92
6.220%
.4800%
$1,284.98
11139329
$613,240.24
5.970%
4.4800%
$27,473.16
11139359
$215,072.90
6.220%
.4800%
$1,032.35
11139447
$327,950.00
6.220%
.4800%
$1,574.16
11139495
$303,934.71
6.095%
2.4800%
$7,537.58
11139525
$228,000.00
6.220%
.4800%
$1,094.40
11142545
$515,000.00
6.095%
2.4800%
$12,772.00
11143229
$244,773.08
6.095%
2.4800%
$6,070.37
11147695
$269,743.81
5.970%
4.4800%
$12,084.52
11147727
$312,000.00
6.095%
2.4800%
$7,737.60
11153373
$282,414.24
6.095%
2.4800%
$7,003.87
11153929
$221,000.00
5.970%
4.4800%
$9,900.80
11154885
$546,205.77
6.220%
.4800%
$2,621.79
11154965
$547,123.00
6.095%
2.4800%
$13,568.65
11154987
$150,177.33
6.095%
2.4800%
$3,724.40
11154989
$218,063.96
6.095%
2.4800%
$5,407.99
11155043
$399,638.39
6.220%
.4800%
$1,918.26
11155111
$214,350.00
5.845%
6.4800%
$13,889.88
11155713
$206,500.00
6.220%
.4800%
$991.20
11157225
$309,426.70
6.220%
.4800%
$1,485.25
11157451
$155,059.70
6.220%
.4800%
$744.29
11158255
$80,853.14
6.220%
.4800%
$388.10
11162229
$154,000.00
6.220%
.4800%
$739.20
11162577
$324,691.63
5.970%
4.4800%
$14,546.19
11162655
$219,801.12
6.220%
.4800%
$1,055.05
11164563
$207,807.35
6.095%
2.4800%
$5,153.62
11164797
$210,000.00
6.095%
2.4800%
$5,208.00
11168317
$263,193.40
6.220%
.4800%
$1,263.33
11168955
$174,400.00
6.220%
.4800%
$837.12
11171193
$244,000.00
5.970%
4.4800%
$10,931.20
11171977
$270,143.43
5.970%
4.4800%
$12,102.43
11172161
$195,309.98
5.845%
6.4800%
$12,656.09
11173747
$540,510.93
6.220%
.4800%
$2,594.45
11173813
$650,000.00
6.220%
.4800%
$3,120.00
11177963
$299,000.00
6.095%
2.4800%
$7,415.20
11177995
$199,500.00
6.220%
.4800%
$957.60
11178029
$312,000.00
6.220%
.4800%
$1,497.60
11178811
$434,606.75
6.220%
.4800%
$2,086.11
11180219
$149,932.02
6.095%
2.4800%
$3,718.31
11184947
$224,000.00
6.220%
.4800%
$1,075.20
11185027
$359,200.00
6.220%
.4800%
$1,724.16
11185075
$213,750.00
6.220%
.4800%
$1,026.00
11185113
$168,000.00
6.220%
.4800%
$806.40
11185115
$94,500.00
6.095%
2.4800%
$2,343.60
11185263
$175,000.00
5.845%
6.4800%
$11,340.00
11188893
$258,930.00
6.220%
.4800%
$1,242.86
11189043
$523,000.00
6.220%
.4800%
$2,510.40
11190305
$313,216.60
6.220%
.4800%
$1,503.44
11190381
$437,665.70
5.970%
4.4800%
$19,607.42
11190577
$236,000.00
6.220%
.4800%
$1,132.80
11190633
$127,762.25
6.095%
2.4800%
$3,168.50
11190637
$551,498.35
6.220%
.4800%
$2,647.19
11190675
$248,000.00
6.095%
2.4800%
$6,150.40
11190693
$260,000.00
6.095%
2.4800%
$6,448.00
11190697
$411,234.77
6.095%
2.4800%
$10,198.62
11190719
$333,690.65
6.095%
2.4800%
$8,275.53
11190731
$417,000.00
6.095%
2.4800%
$10,341.60
11190811
$241,500.00
6.220%
.4800%
$1,159.20
11190879
$314,428.92
6.220%
.4800%
$1,509.26
11190903
$302,000.00
6.095%
2.4800%
$7,489.60
11190905
$464,558.79
5.970%
4.4800%
$20,812.23
11190923
$646,800.00
6.220%
.4800%
$3,104.64
11190925
$184,832.75
6.220%
.4800%
$887.20
11190935
$150,000.00
6.095%
2.4800%
$3,720.00
11190951
$134,874.96
6.095%
2.4800%
$3,344.90
11190977
$944,081.52
5.845%
6.4800%
$61,176.48
11190999
$226,594.96
6.220%
.4800%
$1,087.66
11191007
$224,786.50
5.970%
4.4800%
$10,070.44
11191011
$262,400.00
6.095%
2.4800%
$6,507.52
11191677
$95,550.00
6.220%
.4800%
$458.64
11191695
$160,000.00
6.095%
2.4800%
$3,968.00
11194589
$182,834.57
6.220%
.4800%
$877.61
11195247
$192,000.00
6.095%
2.4800%
$4,761.60
11195341
$186,400.00
6.220%
.4800%
$894.72
11195401
$225,000.00
5.970%
4.4800%
$10,080.00
11196997
$206,400.00
6.220%
.4800%
$990.72
11198165
$151,000.00
6.220%
.4800%
$724.80
11198317
$125,000.00
6.220%
.4800%
$600.00
11198337
$155,000.00
6.220%
.4800%
$744.00
11199129
$903,142.25
5.970%
4.4800%
$40,460.77
11199809
$250,000.00
5.470%
12.4800%
$31,200.00
11199811
$310,500.00
5.970%
4.4800%
$13,910.40
11199813
$260,000.00
5.970%
4.4800%
$11,648.00
11199825
$280,000.00
5.970%
4.4800%
$12,544.00
11200629
$184,000.00
6.220%
.4800%
$883.20
11201045
$224,853.86
6.095%
2.4800%
$5,576.38
11201069
$409,620.26
6.095%
2.4800%
$10,158.58
11201261
$84,500.00
6.095%
2.4800%
$2,095.60
11202045
$149,461.44
6.095%
2.4800%
$3,706.64
11203891
$385,000.00
6.220%
.4800%
$1,848.00
11206151
$467,992.00
6.220%
.4800%
$2,246.36
11207621
$151,599.00
5.845%
6.4800%
$9,823.62
11208059
$205,404.91
5.970%
4.4800%
$9,202.14
11209315
$244,000.00
6.220%
.4800%
$1,171.20
11209793
$96,672.00
6.220%
.4800%
$464.03
11210709
$145,900.00
6.220%
.4800%
$700.32
11210731
$637,500.00
6.095%
2.4800%
$15,810.00
11211579
$248,000.00
6.220%
.4800%
$1,190.40
11211603
$184,495.54
6.220%
.4800%
$885.58
11211649
$478,400.00
6.220%
.4800%
$2,296.32
11214955
$160,000.00
6.095%
2.4800%
$3,968.00
11215075
$260,000.00
6.095%
2.4800%
$6,448.00
11215337
$200,000.00
6.220%
.4800%
$960.00
11215363
$320,000.00
5.845%
6.4800%
$20,736.00
11215399
$280,000.00
6.220%
.4800%
$1,344.00
11215967
$139,873.43
6.220%
.4800%
$671.39
11216015
$280,000.00
6.095%
2.4800%
$6,944.00
11216023
$260,000.00
6.095%
2.4800%
$6,448.00
11216935
$149,500.00
6.220%
.4800%
$717.60
11217355
$78,000.00
6.220%
.4800%
$374.40
11217573
$213,000.00
6.220%
.4800%
$1,022.40
11217723
$975,000.00
5.970%
4.4800%
$43,680.00
11217873
$227,000.00
6.220%
.4800%
$1,089.60
11217889
$176,000.00
6.220%
.4800%
$844.80
11217907
$130,000.00
6.220%
.4800%
$624.00
11217933
$275,000.00
6.095%
2.4800%
$6,820.00
11218229
$208,000.00
6.220%
.4800%
$998.40
11220905
$270,000.00
6.220%
.4800%
$1,296.00
11220957
$284,800.00
6.220%
.4800%
$1,367.04
11221055
$173,592.00
5.845%
6.4800%
$11,248.76
11221083
$284,920.00
6.220%
.4800%
$1,367.62
11221205
$135,000.00
6.095%
2.4800%
$3,348.00
11221265
$273,600.00
6.220%
.4800%
$1,313.28
11221515
$415,000.00
6.220%
.4800%
$1,992.00
11222229
$230,650.00
6.220%
.4800%
$1,107.12
11222773
$259,700.00
6.095%
2.4800%
$6,440.56
11222883
$135,000.00
5.970%
4.4800%
$6,048.00
11223025
$334,000.00
6.220%
.4800%
$1,603.20
11223093
$308,000.00
6.220%
.4800%
$1,478.40
11225097
$189,924.00
6.220%
.4800%
$911.64
11225387
$201,000.00
5.970%
4.4800%
$9,004.80
11225395
$83,500.00
6.095%
2.4800%
$2,070.80
11225437
$120,250.00
5.970%
4.4800%
$5,387.20
11229117
$269,000.00
5.970%
4.4800%
$12,051.20
11229199
$95,000.00
6.220%
.4800%
$456.00
11229299
$176,000.00
5.845%
6.4800%
$11,404.80
11229331
$155,999.00
6.220%
.4800%
$748.80
11229419
$176,000.00
6.095%
2.4800%
$4,364.80
11229447
$495,000.00
5.970%
4.4800%
$22,176.00
11229563
$96,400.00
6.095%
2.4800%
$2,390.72
11231559
$217,600.00
6.220%
.4800%
$1,044.48
11232613
$91,000.00
5.970%
4.4800%
$4,076.80
11232707
$109,950.00
5.970%
4.4800%
$4,925.76
11232905
$139,750.00
6.220%
.4800%
$670.80
11232913
$126,000.00
6.220%
.4800%
$604.80
11233405
$330,000.00
5.595%
10.4800%
$34,584.00
11233931
$171,500.00
5.970%
4.4800%
$7,683.20
11234267
$150,000.00
6.095%
2.4800%
$3,720.00
11234309
$96,800.00
6.220%
.4800%
$464.64
11234443
$90,000.00
6.095%
2.4800%
$2,232.00
11234543
$117,181.00
6.220%
.4800%
$562.47
11234601
$309,000.00
6.095%
2.4800%
$7,663.20
11234759
$138,400.00
6.220%
.4800%
$664.32
11236983
$579,449.67
5.970%
4.4800%
$25,959.35
11236989
$1,188,897.82
6.095%
2.4800%
$29,484.67
11236997
$691,327.41
5.845%
6.4800%
$44,798.02
11237005
$599,200.00
6.220%
.4800%
$2,876.16
11237015
$588,000.00
6.220%
.4800%
$2,822.40
11237027
$648,849.78
6.220%
.4800%
$3,114.48
11237031
$412,799.99
6.220%
.4800%
$1,981.44
11237119
$446,654.91
5.720%
8.4800%
$37,876.34
11237137
$798,583.33
5.845%
6.4800%
$51,748.20
11238167
$147,000.00
5.970%
4.4800%
$6,585.60
11238203
$221,000.00
6.220%
.4800%
$1,060.80
11238521
$356,000.00
6.220%
.4800%
$1,708.80
11238529
$50,000.00
6.220%
.4800%
$240.00
11238679
$326,500.00
5.845%
6.4800%
$21,157.20
11242369
$617,500.00
5.970%
4.4800%
$27,664.00
11242467
$434,250.00
5.720%
8.4800%
$36,824.40
11242489
$176,250.00
5.845%
6.4800%
$11,421.00
11242581
$281,620.00
6.220%
.4800%
$1,351.78
11242629
$210,000.00
6.220%
.4800%
$1,008.00
11244631
$209,000.00
6.220%
.4800%
$1,003.20
11257025
$292,000.00
6.095%
2.4800%
$7,241.60
11262265
$100,000.00
6.220%
.4800%
$480.00
11263853
$285,000.00
5.970%
4.4800%
$12,768.00
11265083
$90,850.00
6.095%
2.4800%
$2,253.08
11268591
$150,000.00
5.970%
4.4800%
$6,720.00
11268913
$82,000.00
6.220%
.4800%
$393.60
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i)
the applicable Record Date, Determination Date and Distribution
Date;
(ii)
the aggregate amount of payments received with respect to the
Mortgage Loans, including prepayment amounts;
(iii)
the Servicing Fee and Subservicing Fee payable to the Master
Servicer and the applicable Subservicer;
(iv)
the amount of any other fees or expenses paid;
(v)
(a) the amount of such
distribution
to the
Certificateholders
of such Class applied to reduce the
Certificate
Principal
Balance thereof, and (b) the aggregate amount included therein
representing Principal Prepayments;
(vi)
the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(vii)
if the
distribution to the Holders of such Class of Certificates is less
than the full amount that would be
distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(viii)
the
aggregate
Certificate
Principal
Balance of each Class of
Certificates
before and after giving
effect to the amounts
distributed
on such
Distribution
Date,
separately
identifying
any
reduction
thereof due to Realized
Losses other than
pursuant to an actual distribution of principal;
(ix)
the
aggregate
Certificate
Principal
Balance
of each of the
Class
A
Certificates,
Class
M
Certificates
and
Class B
Certificates as of the Closing Date;
(x)
the weighted average
remaining term to maturity of the Mortgage Loans after giving
effect to the amounts
distributed on such
Distribution Date;
(xi)
the
weighted
average
Mortgage
Rates
of the
Mortgage
Loans
after
giving
effect
to the
amounts
distributed
on such
Distribution Date;
(xii)
if
applicable,
the Special Hazard
Amount,
Fraud Loss Amount and
Bankruptcy
Amount and as of the close of business on the
applicable Distribution Date;
(xiii)
the Pool Stated
Principal
Balance and number of the Mortgage Loans after giving effect to the
distribution
of principal on
such Distribution Date and the number of Mortgage Loans at the
beginning and end of the related Due Period;
(xiv)
on the basis of the most
recent
reports
furnished
to it by
Sub-Servicers,
the number and Stated
Principal
Balances
of
Mortgage
Loans
that are
Delinquent
(A) 30-59
days,
(B)
60-89
days and (C) 90 or more days and the
number
and
Stated
Principal Balances of Mortgage Loans that are in foreclosure;
(xv)
the aggregate amount of Realized Losses for such Distribution Date;
(xvi)
the amount, terms and general purpose of any Advance by the Master
Servicer pursuant to Section 4.04;
(xvii)
any
material
modifications,
extensions
or waivers to the terms of the
Mortgage
Loans
during the Due Period or that have
cumulatively become material over time;
(xviii)
any material breaches of Mortgage Loan representations or
warranties or covenants in the Agreement;
(xix)
the related Subordinate Principal Distribution Amount;
(xx)
the number, aggregate principal balance and Stated Principal
Balances of any REO Properties;
(xxi)
the aggregate Accrued
Certificate
Interest remaining unpaid, if any, for each Class of Certificates,
after giving effect to
the distribution made on such Distribution Date;
(xxii)
the Pass-Through Rate with respect to the Class A-V Certificates;
(xxiii)
the Notional Amount with respect to each class of Interest Only
Certificates;
(xxiv)
the occurrence of the Credit Support Depletion Date;
(xxv)
the related Senior Accelerated Distribution Percentage applicable
to such distribution;
(xxvi)
the related Senior Percentage and Subordinate Class Percentage for
such Distribution Date; and
(xxvii)
the aggregate amount of any recoveries on previously foreclosed
loans.
In the case of
information
furnished
pursuant to clauses (i) and (ii) above,
the amounts
shall be
expressed
as a dollar
amount per Certificate with a $1,000 denomination.
The Trustee's internet website is www.tss.db.com/invr.
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 2006
================================================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
Residential Accredit Loans, Inc.
Mortgage Asset-Backed Pass-Through Certificates
================================================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...............................................................2
Section 1.01.
Definitions...........................................................2
Section 1.02. Use of Words and
Phrases.............................................35
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........36
Section 2.01. Conveyance of Mortgage
Loans.........................................36
Section 2.02. Acceptance by
Trustee................................................43
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer
and the Company..................................................44
Section 2.04. Representations and Warranties of Residential
Funding................46
Section 2.05. Execution and Authentication of Certificates/Issuance
of
Certificates Evidencing Interests in REMIC I Certificates........48
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular
Interests; Acceptance by the Trustee.............................48
Section 2.07. Issuance of Certificates Evidencing Interests in
REMIC II............48
Section 2.08. Purposes and Powers of the
Trust.....................................48
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................48
Section 3.01. Master Servicer to Act as
Servicer...................................48
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers' and Sellers' Obligations............50
Section 3.03. Successor
Subservicers...............................................51
Section 3.04. Liability of the Master
Servicer.....................................51
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders...............................................52
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee......52
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to
Custodial Account................................................52
Section 3.08. Subservicing Accounts; Servicing
Accounts............................55
Section 3.09. Access to Certain Documentation and
Information Regarding the
Mortgage Loans...................................................57
Section 3.10. Permitted Withdrawals from the Custodial
Account.....................57
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections
Thereunder.......................................................59
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage...60
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain Assignments..................................61
Section 3.14. Realization Upon Defaulted Mortgage
Loans............................63
Section 3.15. Trustee to Cooperate; Release of Custodial
Files.....................67
Section 3.16. Servicing and Other Compensation; Compensating
Interest..............68
Section 3.17. Reports to the Trustee and the
Company...............................69
Section 3.18. Annual Statement as to Compliance and Servicing
Assessment...........69
Section 3.19. Annual Independent Public Accountants' Servicing
Report..............70
Section 3.20. Rights of the Company in Respect of the Master
Servicer..............70
Section 3.21. Administration of Buydown
Funds......................................70
Section 3.22. Advance
Facility.....................................................71
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................75
Section 4.01. Certificate
Account..................................................75
Section 4.02. Distributions.
..................................................76
Section 4.03. Statements to Certificateholders; Statements to
Rating Agencies;
Exchange Act Reporting...........................................76
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances
by the Master Servicer...........................................78
Section 4.05. Allocation of Realized
Losses........................................79
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property........80
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans........................80
Section 4.08. Surety
Bond..........................................................80
ARTICLE V
THE
CERTIFICATES.........................................................81
Section 5.01. The
Certificates.....................................................81
Section 5.02. Registration of Transfer and Exchange of
Certificates................83
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates....................89
Section 5.04. Persons Deemed
Owners................................................89
Section 5.05. Appointment of Paying
Agent..........................................90
Section 5.06. U.S.A. Patriot Act
Compliance........................................90
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER......................................91
Section 6.01. Respective Liabilities of the Company and the Master
Servicer........91
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer.........................................................91
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and
Others...........................................................92
Section 6.04. Company and Master Servicer Not to
Resign............................93
ARTICLE VII
DEFAULT..................................................................94
Section 7.01. Events of
Default....................................................94
Section 7.02. Trustee or Company to Act; Appointment of
Successor..................96
Section 7.03. Notification to
Certificateholders...................................97
Section 7.04. Waiver of Events of
Default..........................................97
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................98
Section 8.01. Duties of
Trustee....................................................98
Section 8.02. Certain Matters Affecting the
Trustee................................99
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans...............101
Section 8.04. Trustee May Own
Certificates........................................101
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses;
Indemnification.................................................101
Section 8.06. Eligibility Requirements for
Trustee................................102
Section 8.07. Resignation and Removal of the
Trustee..............................103
Section 8.08. Successor
Trustee...................................................104
Section 8.09. Merger or Consolidation of
Trustee..................................104
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.......................104
Section 8.11. Appointment of the
Custodian........................................105
Section 8.12. Appointment of Office or
Agency.....................................106
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES....................107
Section 9.01. Optional Purchase by the Master Servicer of All
Certificates;
Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans...............................107
Section 9.02. Additional Termination
Requirements.................................110
Section 9.03. Termination of Multiple
REMICs......................................111
ARTICLE X
REMIC
PROVISIONS........................................................112
Section 10.01.REMIC
Administration................................................112
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification....115
Section 10.03.Designation of
REMIC(s).............................................116
Section 10.04.Distributions on the Uncertificated REMIC I and REMIC
II Regular
Interests.......................................................116
Section 10.05.Compliance with Withholding
Requirements............................116
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................117
Section
11.01.Amendment...........................................................117
Section 11.02.Recordation of Agreement;
Counterparts..............................119
Section 11.03.Limitation on Rights of
Certificateholders..........................120
Section 11.04.Governing
Law.......................................................120
Section
11.05.Notices.............................................................121
Section 11.06.Required Notices to Rating Agency and
Subservicer...................121
Section 11.07.Severability of
Provisions..........................................122
Section 11.08.Supplemental Provisions for
Resecuritization........................122
Section 11.09.Allocation of Voting
Rights.........................................122
Section 11.10.No
Petition.........................................................122
ARTICLE XII
COMPLIANCE WITH REGULATION
AB...........................................123
Section 12.01.Intent of the Parties;
Reasonableness...............................123
Section 12.02.Additional Representations and Warranties of the
Trustee............123
Section 12.03.Information to Be Provided by the
Trustee...........................124
Section 12.04.Report on Assessment of Compliance and
Attestation..................124
Section 12.05.Indemnification;
Remedies...........................................125
EXHIBITS
Exhibit A:
Form of Class A Certificate
Exhibit A-I:
Form of Class X Certificate
Exhibit B:
Form of Class M Certificate
Exhibit C:
Form of Class B Certificate
Exhibit C-I:
Form of Class P Certificate
Exhibit C-II:
Form of Class SB Certificate
Exhibit D:
Form of Class R Certificate
Exhibit E:
Form of Seller/Servicer Contract
Exhibit F:
Forms of Request for Release
Exhibit G-1:
Form of Transfer Affidavit and Agreement
Exhibit G-2:
Form of Transferor Certificate
Exhibit H:
Form of Investor Representation Letter
Exhibit I:
Form of Transferor Representation Letter
Exhibit J:
Form of Rule 144A Investment Representation Letter
Exhibit K:
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section
11.01(e) for a Limited Guaranty
Exhibit L:
Form of Limited Guaranty
Exhibit M:
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N:
Request for Exchange Form
Exhibit O:
Form of Form 10-K Certification
Exhibit P:
Form of Back-Up Certification to Form 10-K Certificate
Exhibit Q:
Information to be Provided by the Master Servicer to the Rating
Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit R:
Servicing Criteria
This is the Standard Terms of Pooling and Servicing
Agreement,
dated as of December 1,
2006 (the "Standard
Terms",
and as incorporated by reference into a Series Supplement dated as
of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company (together with its permitted
successors and assigns,
the
"Company"),
RESIDENTIAL
FUNDING COMPANY,
LLC, as master servicer (together with its permitted
successors and assigns,
the "Master Servicer"),
and the trustee named in the applicable Series
Supplement (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Company
intends to sell certain
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
under the
Agreement
in multiple
classes,
which in the aggregate will evidence the entire
beneficial
ownership
interest in the Mortgage
Loans.
In consideration of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date:
As defined in the Series Supplement.
Accrual Certificates:
As defined in the Series Supplement.
Accrued
Certificate
Interest:
With respect to each Distribution Date, as to any Class
or Subclass of
Certificates
(other than any Principal
Only
Certificates),
interest
accrued
during the related Interest Accrual Period at the related
Pass-Through
Rate on the Certificate
Principal
Balance or Notional
Amount
thereof
immediately
prior to such
Distribution
Date.
Accrued
Certificate
Interest will be calculated on the basis of a 360-day year,
consisting of
twelve
30-day
months.
In each case Accrued
Certificate
Interest on any Class or Subclass of
Certificates will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls
on all Mortgage
Loans or, if the Mortgage Pool
is
comprised of two or more Loan
Groups,
on the Mortgage
Loans in the related
Loan Group (to the extent
not
offset by the Master
Servicer
with a payment of
Compensating Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted
to the Net
Mortgage
Rate (or the Modified Net
Mortgage
Rate in the case of a Modified
Mortgage
Loan)) of Realized
Losses on
all
Mortgage
Loans or, if the
Mortgage
Pool is
comprised of two or more Loan
Groups,
on the
Mortgage
Loans in the
related
Loan
Group
(including
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy
Losses
and
Extraordinary
Losses) not allocated
solely to one or more
specific
Classes of
Certificates pursuant to Section 4.05,
(iii) the interest
portion of Advances that were (A)
previously
made with respect to
a Mortgage
Loan or REO Property on all Mortgage
Loans or, if the Mortgage
Pool
is
comprised of two or more Loan
Groups,
on the Mortgage
Loans in the related
Loan Group,
which remained
unreimbursed
following the Cash
Liquidation or REO
Disposition
of such
Mortgage
Loan or REO Property and (B) made with respect to
delinquencies
that
were
ultimately
determined
to be
Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary
Losses,
and
(iv)
any other interest
shortfalls not covered by the
subordination
provided by the
Class M Certificates
and Class B
Certificates,
including
interest that is not
collectible from the Mortgagor
pursuant to the
Servicemembers
Civil Relief Act
of 1940, as amended,
or similar
legislation
or
regulations
as in effect from
time to time,
with all such
reductions
allocated
(A) among all of the
Certificates
in proportion to their
respective
amounts of Accrued
Certificate
Interest payable on such
Distribution
Date absent
such
reductions
or (B) if the
Mortgage
Pool is
comprised
of two or more Loan
Groups,
the
related
Senior
Percentage
of
such
reductions
among
the
related
Senior
Certificates
in
proportion to the amounts of Accrued
Certificate
Interest
payable from the related Loan Group
on such
Distribution
Date
absent
such
reductions,
with the
remainder
of such
reductions
allocated
among the holders of the Class M Certificates
and Class B Certificates in proportion
to their respective
amounts of Accrued
Certificate
Interest payable on such Distribution Date
absent
such
reductions.
In
addition
to that
portion
of the
reductions
described
in the
preceding
sentence
that are
allocated
to any Class of Class B
Certificates
or any Class of
Class M
Certificates,
Accrued
Certificate
Interest on such Class of Class B Certificates
or
such Class of Class M
Certificates
will be reduced by the
interest
portion
(adjusted to the
Net
Mortgage
Rate) of
Realized
Losses
that are
allocated
solely to such
Class of Class B
Certificates or such Class of Class M Certificates pursuant to
Section 4.05.
Addendum and Assignment Agreement:
The Addendum and Assignment
Agreement,
dated as of
January 31, 1995, between MLCC and the Master Servicer.
Additional
Collateral:
Any
of
the
following
held,
in
addition
to
the
related
Mortgaged
Property,
as
security
for a Mortgage
Loan:
(i) all money,
securities,
security
entitlements,
accounts, general intangibles,
payment rights, instruments,
documents,
deposit
accounts,
certificates
of deposit,
commodities
contracts and other
investment
property and
other
property of whatever
kind or
description
now existing or hereafter
acquired
which is
pledged as security for the repayment of such Mortgage Loan, (ii)
third-party
guarantees,
and
(A) all
money,
securities,
security
entitlements,
accounts,
general
intangibles,
payment
rights,
instruments,
documents,
deposit
accounts,
certificates
of
deposit,
commodities
contracts and other
investment
property and other property of whatever kind or description now
existing or hereafter
acquired
which is pledged as
collateral
for such
guarantee or (B) any
mortgaged
property
securing the performance of such guarantee,
or (iii) such other collateral
as may be set forth in the Series Supplement.
Additional
Collateral
Loan:
Each
Mortgage
Loan
that
is
supported
by
Additional
Collateral.
Adjusted
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
and
any
date
of
determination,
the Mortgage
Rate borne by the related
Mortgage
Note,
less the rate at which
the related Subservicing Fee accrues.
Advance:
As to any Mortgage
Loan,
any advance made by the Master
Servicer,
pursuant
to Section 4.04.
Advance Facility: As defined in Section 3.22.
Advance Facility Notice: As defined in Section 3.22.
Advance Facility Trustee: As defined in Section 3.22.
Advancing Person: As defined in Section 3.22.
Advance Reimbursement Amounts: As defined in Section 3.22.
Affiliate:
With respect to any Person, any other Person
controlling,
controlled by or
under common
control with such first
Person.
For the purposes of this
definition,
"control"
means the power to direct the
management
and policies of such Person,
directly or indirectly,
whether
through the ownership of voting
securities,
by contract or
otherwise;
and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC
Indemnity Corporation).
Amount Held for Future
Distribution:
As to any Distribution
Date and, with respect to
any Mortgage
Pool that is comprised of two or more Loan Groups,
each Loan Group,
the total of
the
amounts
held
in the
Custodial
Account
at
the
close
of
business
on
the
preceding
Determination
Date on account of (i) Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance
Proceeds,
Curtailments,
Mortgage Loan purchases made pursuant to Section 2.02,
2.03,
2.04 or
4.07 and Mortgage Loan
substitutions
made pursuant to Section 2.03 or 2.04 received or made in
the month of such Distribution Date (other than such Liquidation
Proceeds,
Insurance
Proceeds
and
purchases of Mortgage
Loans that the Master
Servicer has deemed to have been
received in
the preceding
month in accordance
with Section
3.07(b)),
and Principal
Prepayments
in Full
made after the related
Prepayment
Period,
and (ii) payments which
represent early receipt of
scheduled
payments of principal
and interest due on a date or dates
subsequent to the related
Due Date.
Appraised
Value:
As to any Mortgaged
Property,
