RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
COMPANY,
RESIDENTIAL FUNDING COMPANY, LLC
MASTER SERVICER,
AND
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE
SERIES SUPPLEMENT,
DATED AS OF JANUARY 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-SA1
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01
Definitions.......................................................................4
Section 1.02
Use of Words and
Phrases.........................................................20
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................20
Section 2.01
Conveyance of Mortgage
Loans.....................................................20
Section 2.02
Acceptance by
Trustee............................................................20
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................20
Section 2.04
Representations and Warranties of
Sellers........................................23
Section 2.05
Execution and Authentication of Certificates/Issuance of
Certificates............25
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests;
Acceptance by the
Trustee........................................................25
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC
II.........................25
Section 2.08
Purposes and Powers of the
Trust.................................................26
Section 2.09
Agreement Regarding Ability to
Disclose..........................................26
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................26
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................28
Section 4.01
Certificate
Account..............................................................28
Section 4.02
Distributions....................................................................28
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting....................................................................36
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................36
Section 4.05
Allocation of Realized
Losses....................................................36
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property....................37
Section 4.07
Optional Purchase of Defaulted Mortgage
Loans....................................37
ARTICLE V
THE
CERTIFICATES..........................................................................37
Section 5.01
The
Certificates.................................................................37
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................39
Section 6.01
Respective Liabilities of the Company and Master
Servicer........................39
Section 6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of
Rights and Delegation of Duties by Master
Servicer...............................39
Section 6.03
Limitation on Liability of the Company, Master Servicer and
Others...............39
Section 6.04
Company and Master Servicer Not to
Resign........................................39
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)...........................................40
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)...........................40
ARTICLE IX
TERMINATION (SEE ARTICLE IX OF THE STANDARD
TERMS)........................................40
ARTICLE X
REMIC
PROVISIONS..........................................................................40
Section 10.01
REMIC
Administration.............................................................40
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification.................40
Section 10.03
Designation of
REMIC(s)..........................................................40
Section 10.04
Distributions on the Uncertificated REMIC I Regular
Interests....................40
Section 10.05
Compliance with Withholding
Requirements.........................................42
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................42
Section 11.01
Amendment........................................................................42
Section 11.02
Recordation of Agreement.;
Counterparts..........................................42
Section 11.03
Limitation on Rights of
Certificateholders.......................................42
Section 11.04
Governing
Laws...................................................................42
Section 11.05
Notices..........................................................................42
Section 11.06
Required Notices to Rating Agency and
Subservicer................................43
Section 11.07
Severability of
Provisions.......................................................43
Section 11.08
Supplemental Provisions for
Resecuritization.....................................43
Section 11.09
Allocation of Voting
Rights......................................................43
Section 11.10
No
Petition......................................................................43
ARTICLE XII
COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF THE STANDARD
TERMS).....................43
EXHIBITS
Exhibit One:
Mortgage Loan Schedule for Loan Group I
Exhibit Two:
Mortgage Loan Schedule for Loan Group II
Exhibit Three:
Mortgage Loan Schedule for Loan Group III
Exhibit Four:
Mortgage Loan Schedule for Loan Group IV
Exhibit Five:
Information to be Included in Monthly Distribution Date Statement
Exhibit Six:
Standard Terms of Pooling and Servicing
Agreement dated as of November 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
November 1, 2006 and
attached as Exhibit Six hereto (the
"Standard Terms" and, together with this Series Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors and
assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors and assigns, the "Master Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively,
the "Certificates"),
to be
issued
hereunder
in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the Trust
Fund.
As
provided
herein,
the REMIC
Administrator
will make an
election to treat the
entire
segregated pool of assets described in the definition of REMIC I
(as defined
herein),
and subject to this
Agreement
(including
the
Mortgage
Loans but
excluding
the Initial
Monthly
Payment
Fund),
as a real estate
mortgage
investment
conduit (a "REMIC") for federal income tax purposes and such
segregated
pool of assets will
be designated as "REMIC I." The
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).
A segregated
pool of assets
consisting
of the
Uncertificated
REMIC I
Regular
Interests
will be
designated
as "REMIC
II" and the REMIC
Administrator
will
make a
separate
REMIC
election
with respect
thereto.
The
Uncertificated
REMIC II Regular
Interests
will be "regular
interests" in
REMIC II and the Class R-II
Certificates
will be the sole class of "residual
interests" in REMIC II for purposes
of the REMIC Provisions (as defined herein).
A segregated pool of assets
consisting of the
Uncertificated
REMIC
II Regular
Interests
will be designated
as "REMIC III" and the REMIC
Administrator
will make a separate
REMIC
election with respect thereto. The Class I-A Certificates,
Class II-A-1
Certificates,
Class II-A-2 Certificates,
Class II-A-3 Certificates,
Class II-A-X
Certificates,
Class III-A Certificates,
Class IV-A Certificates,
Class
M-1 Certificates,
Class M-2 Certificates,
Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates
and Class B-3 Certificates,
will be "regular
interests" in REMIC III and the Class R-III Certificates will be
the
sole class of "residual interests" therein for purposes of the
REMIC Provisions.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
Any
cross-reference
to a section of the
Pooling
and
Servicing
Agreement,
to the extent the terms of the
Standard
Terms and Series
Supplement
conflict
with respect to that
section,
shall be a
cross-reference
to the related
section of the Series
Supplement.
All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the
Standard
Terms.
The Pooling and
Servicing
Agreement
shall be dated as of the date of this Series
Supplement.
The following
table
irrevocably
sets forth the
designation,
the
Uncertificated
REMIC I Pass-Through
Rate, the initial
Uncertificated
Principal Balance,
and for purposes of satisfying
Treasury
regulation Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date"
for
each
of the
Uncertificated
REMIC
I
Regular
Interests.
None of the Uncertificated REMIC I Regular Interests will be
certificated.
INITIAL
UNCERTIFICATED REMIC
UNCERTIFICATED
LATEST
DESIGNATION
I PASS-THROUGH RATE
PRINCIPAL BALANCE
POSSIBLE MATURITY(1)
Uncertificated REMIC I Regular Interest I-A
Variable (2)
$
65.34
February 25, 2037
Uncertificated REMIC I Regular Interest I-B
Variable (2)
$
1,537.06
February 25, 2037
Uncertificated REMIC I Regular Interest II-A
Variable (2)
$
826.95
February 25, 2037
Uncertificated REMIC I Regular Interest II-B
Variable (2)
$
19,455.64
February 25, 2037
Uncertificated REMIC I Regular Interest III-A
Variable (2)
$
257.26
February 25, 2037
Uncertificated REMIC I Regular Interest III-B
Variable (2)
$
6,052.52
February 25, 2037
Uncertificated REMIC I Regular Interest IV-A
Variable (2)
$
171.37
February 25, 2037
Uncertificated REMIC I Regular Interest IV-B
Variable (2)
$
4,031.60
February 25, 2037
Uncertificated REMIC I Regular Interest ZZZ
Variable (2)
$310,735,579.26
February 25, 2037
Uncertificated REMIC I Regular Interest R-II
Variable (2)
$
66.00
February 25, 2037
(1)
For purposes of Section
1.860G-1(a)(4)(iii)
of the Treasury
regulations,
the Distribution Date immediately
following
the maturity date for the Mortgage
Loan with the latest
maturity date has been
designated as the
"latest possible maturity date" for each Uncertificated REMIC I
Regular Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC I Pass-Through Rate" herein.
The following table
irrevocably
sets forth the
designation,
the
Uncertificated
REMIC II Pass-Through
Rate, the initial
Uncertificated
Principal Balance,
and for purposes of satisfying
Treasury
regulation Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date"
for
each of the
Uncertificated
REMIC
II
Regular
Interests.
None of the Uncertificated REMIC II Regular Interests will be
certificated.
UNCERTIFICATED
INITIAL
REMIC II
UNCERTIFICATED
RELATED CLASS(ES) OF
LATEST
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
CERTIFICATES
POSSIBLE MATURITY(1)
Uncertificated REMIC II Regular Interest I-A
Variable(2)
$ 14,716,000
Class I-A
February 25, 2037
Uncertificated REMIC II Regular Interest II-A-1
Variable(2)
$100,000,000
Class II-A-1
February 25, 2037
Uncertificated REMIC II Regular Interest II-A-2
Variable(2)
$ 82,455,000
Class II-A-2
February 25, 2037
Uncertificated REMIC II Regular Interest II-A-3
Variable(2)
$
3,830,000
Class II-A-3
February 25, 2037
Uncertificated REMIC II Regular Interest III-A
Variable(2)
$ 57,954,000
Class III-A
February 25, 2037
Uncertificated REMIC II Regular Interest IV-A
Variable (2)
$ 38,604,000
Class IV-A
February 25, 2037
Uncertificated REMIC II Regular Interest M-1
Variable(2)
$
4,973,700
Class M-1
February 25, 2037
Uncertificated REMIC II Regular Interest M-2
Variable(2)
$
3,107,600
Class M-2
February 25, 2037
Uncertificated REMIC II Regular Interest M-3
Variable(2)
$
1,709,200
Class M-1
February 25, 2037
Uncertificated REMIC II Regular Interest B-1
Variable(2)
$
1,553,800
Class B-1
February 25, 2037
Uncertificated REMIC II Regular Interest B-2
Variable(2)
$
1,087,600
Class B-2
February 25, 2037
Uncertificated REMIC II Regular Interest B-3
Variable(2)
$
777,077
Class B-3
February 25, 2037
Uncertificated REMIC II Regular Interest R-III
Variable(2)
$
33
Class R-III
February 25, 2037
_______________________
(1)
For purposes of Section
1.860G-1(a)(4)(iii)
of the Treasury
regulations,
the Distribution Date immediately
following
the maturity date for the Mortgage
Loan with the latest
maturity date has been
designated as the
"latest possible maturity date" for each Uncertificated REMIC II
Regular Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC II Pass-Through Rate" herein.
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.
AGGREGATE INITIAL
PASS-THROUGH
CERTIFICATE
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE FEATURES(1)
DATE
MOODY'S
DENOMINATIONS(2)
Class I-A
Variable
$ 14,716,000
Senior
February 25, 2037
AAA/Aaa
$
25,000
Rate(3)
Class II-A-1
Variable
$100,000,000
Senior
February 25, 2037
AAA/Aaa
$
25,000
Rate(5)
Class II-A-2
Variable
$ 82,455,000
Super Senior
February 25, 2037
AAA/Aaa
$
25,000
Rate(5)
Class II-A-3
Variable
$
3,830,000
Super Senior Support
February 25, 2037
AAA/Aa1
$
25,000
Rate(5)
Class II-A-X
Fixed Rate(7)
Notional(6)
Interest Only
February 25, 2037
AAA/Aaa
$
25,000
Class III-A
Variable
$ 57,954,000
Senior
February 25, 2037
AAA/Aaa
$
25,000
Rate(3)
Class IV-A
Variable
$ 38,604,000
Senior
February 25, 2037
AAA/Aaa
$
25,000
Rate(3)
Class M-1
Variable
$
4,973,700
Mezzanine
February 25, 2037
AA/Aa2
$
25,000
Rate(4)
Class M-2
Variable
$
3,107,600
Mezzanine
February 25, 2037
A/A2
$
250,000
Rate(4)
Class M-3
Variable
$
1,709,200
Mezzanine
February 25, 2037
BBB/Baa2
$
250,000
Rate(4)
Class R-I
Variable
$
34
Senior/Residual
February 25, 2037
AAA/NA
20%
Rate(3)
Class R-II
Variable
$
33
Senior/Residual
February 25, 2037
AAA/NA
20%
Rate(3)
Class R-III
Variable
$
33
Senior/Residual
February 25, 2037
AAA/NA
20%
Rate(3)
Class B-1
Variable
$
1,553,800
Subordinate
February 25, 2037
BB/NA
$
250,000
Rate(4)
Class B-2
Variable
$
1,087,600
Subordinate
February 25, 2037
B/NA
$
250,000
Rate(4)
Class B-3
Variable
$
777,077
Subordinate
February 25, 2037
NA/NA
$
250,000
Rate(4)
-------------------------------------------------------------------------------------------------------------------
(1)
The Class I-A,
Class
II-A-1,
Class II-A-2,
Class II-A-3,
Class II-A-X,
Class
III-A,
Class IV-A,
and Class M
Certificates
shall be
Book-Entry
Certificates.
The Class R and Class B
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) 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 the 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. The Class R Certificates shall be issuable in minimum
denominations
of not less than a 20% Percentage Interest;
provided, however, that one of
each of the Class R Certificates will be issuable to Residential
Funding as
a "tax matters
person"
pursuant to Section
10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
(3)
With
respect to the Class I-A and Class R
Certificates,
the Class
III-A
Certificates and the Class IV-A Certificates, the Pass-Through Rate
will be
equal to the
weighted
average
of the Net
Mortgage
Rates on the Group I
Loans,
Group
III Loans and
Group IV
Loans,
respectively.
The
Initial
Pass-Through
Rate for the Class I-A,
Class III-A,
Class IV-A and Class R
Certificates will be equal to approximately 5.808167%, 5.961243%,
6.010983%
and 5.808167% per annum, respectively.
(4)
For any Distribution
Date, the
Pass-Through
Rate on the Class M-1, Class
M-2,
Class M-3, Class B-1,
Class B-2 and Class B-3
Certificates
will be
equal to the
weighted
average
of the Net WAC Rates on the Group I, Group
II,
Group III and Group IV Loans,
weighted in
proportion
to the related
Subordinate
Component.
The
initial
Pass-Through
Rate on the Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates
will
be equal to approximately, 5.949312% per annum.
(5)
The Pass-Through Rate for each of the Class II-A-1,
Class II-A-2 and Class
II-A-3 Certificates will be equal to the excess of (i) the weighted
average
of the net
mortgage
rates on the group II loans over (ii)
0.300000%
per
annum. The initial pass-through rate for the Class II-A-1, Class
II-A-2 and
Class II-A-3
Certificates
will be equal to
approximately
5.643963%
per
annum.
(6)
The Class II-A-X Certificates do not have a certificate
principal balance.
For the purpose of
calculating
interest
payments,
interest on the Class
II-A-X Certificates will accrue on a notional amount equal to the
aggregate
certificate
principal balance of the Class II-A-1,
Class II-A-2 and Class
II-A-3
Certificates,
which
is
initially
equal
to
approximately
$186,285,000.
(7)
The
Pass-Through
Rate on the Class II-A-X
Certificates
will be equal to
0.300000% per annum.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $310,768,077.
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.
Accrued Certificate Interest:
With respect to each Distribution Date, as to any Class or Subclass
of
Certificates, interest accrued during the related Interest Accrual
Period at the related Pass-Through Rate on the
Certificate Principal Balance or Notional Amount, as applicable,
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 of
Certificates will be reduced by the
amount of:
(i)
Prepayment
Interest
Shortfalls
on all 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)
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, as amended,
or similar
legislation
or regulations as in effect from time to time, all allocated as
described below.
The Group I Senior
Percentage of these
reductions with respect to the Group I Loans,
will be allocated among the
Holders of the Group I Certificates,
in proportion to the amounts of Accrued Certificate
Interest that would have
been payable to those
Certificates from the Group I Loans on that
Distribution
Date absent such reductions.
The
Group II Senior
Percentage
of these
reductions
with respect to the Group II Loans will be
allocated
among the
Holders of the Group II
Certificates,
in
proportion
to the amounts of Accrued
Certificate
Interest that would
have
been
payable
to
those
Certificates
from
the
Group
II Loans
on that
Distribution
Date
absent
such
reductions.
The Group III Senior
Percentage
of these
reductions
with
respect to the Group III Loans,
will be
allocated
among the Holders of the Group III
Certificates,
in proportion
to the amounts of Accrued
Certificate
Interest
that would have been payable to those
Certificates
from the Group III Loans on that
Distribution
Date
absent such
reductions.
The Group IV Senior
Percentage of these
reductions
with respect to the Group IV Loans,
will be
allocated
among the
Holders
of the Group IV
Certificates,
in
proportion
to the
amounts
of Accrued
Certificate
Interest
that
would
have
been
payable
to
those
Certificates
from
the
Group IV Loans on that
Distribution
Date absent such
reductions.
The
remainder
of all such
reductions
will be
allocated
among the
Holders of the Class M
Certificates
and the 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
sentences
that are
allocated
to any
Class of Class A
Certificates
or 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 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.
Adjustment
Date: As to each Mortgage Loan,
each date set forth in the related
Mortgage Note on which an
adjustment to the interest rate on such Mortgage Loan becomes
effective.
Available
Distribution
Amount:
With
respect to each Loan
Group,
the excess of (i) the sum of (a) the
amount
described in the
definition
of
Available
Distribution
Amount in the Standard
Terms and (b) the amount
allocated
to the
Available
Distribution
Amount for such Loan Group
pursuant to Section
4.02(d)
over (ii) any
amount allocated to the Available Distribution Amount of any other
Loan Group pursuant to Section 4.02(d).
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date and each Loan
Group,
the amount of
Advances or
Servicing
Advances
that were added to the Stated
Principal
Balance of the related
Mortgage
Loans
during
the prior
calendar
month
and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant
to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and reimbursed to the Master Servicer or Subservicer on
or prior to such
Distribution
Date,
provided,
however,
that at no time
can the
Capitalization
Reimbursement
Amount be more than five percent of the
aggregate
Cut-Off
Date
Principal
Balance of the Mortgage
Loans in the
related Loan Group, unless such limit is increased from time to
time with the consent of the Rating Agencies.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date and each Loan Group,
the
amount,
if any, by which the amount of
Advances or
Servicing
Advances
that were added to the Stated
Principal
Balance of the Mortgage
Loans in the related Loan Group during the preceding
calendar month exceeds the amount of
principal
payments
on those
Mortgage
Loans
included
in the
related
Available
Distribution
Amount for that
Distribution Date.
Certificate:
Any Class A Certificate, Class M Certificate, Class B Certificate
or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard
Terms,
which shall be entitled
"U.S.
Bank National
Association,
as trustee,
in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates,
Series
2007-SA1" and which must be an Eligible Account.
Certificate
Group:
With
respect
to (i) Loan
Group I,
the
Class
I-A
Certificates
and the
Class R
Certificates,
(ii) Loan Group II, the Class II-A-1 Certificates,
the Class II-A-2 Certificates,
the Class II-A-3
Certificates and the Class II-A-X
Certificates,
(iii) Loan Group III, the Class III-A
Certificates and (iv) Loan
Group IV, the Class IV-A Certificates.
Class A
Certificate:
Any one of the Group I
Certificates
(other
than the Class R
Certificates),
the
Group II
Certificates,
the Group III
Certificates
or the Group IV
Certificates,
executed
by the
Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to the Standard Terms as Exhibit A.
Class II-A Certificates:
The Class II-A-1 Certificates,
the Class II-A-2 Certificates,
the Class II-A-3
Certificates and the Class II-A-X Certificates.
Class R
Certificate:
Any one of the Class R-I, Class R-II and Class R-III
Certificates
executed by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit D and
evidencing
an interest
designated
as a "residual
interest" in the each REMIC 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
Agreement is located at U.S.
Bank
National
Association,
EP-MN-WS3D,
60
Livingston
Avenue,
St. Paul, Minnesota 55107, Attention: Structured Finance/RFMSI
2007-SA1.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or the 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.
Due Period:
With respect to each
Distribution
Date and any Mortgage
Loan,
the calendar
month of such
Distribution Date.
Group I
Certificate:
Any one of the Class I-A
Certificates
and the Class R
Certificates,
executed by
the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the Standard
Terms as Exhibit A and Exhibit D, each such
Certificate
(other
than the Class R
Certificates)
representing
an
interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
and representing
an undivided interest in Loan Group I.
Group I Loans:
The Mortgage Loans designated in Exhibit One.
Group I Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(W).
Group I Senior
Percentage:
As of each
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
Group
I
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)
in Loan Group I immediately
prior to
such Distribution Date.
Group I
Senior
Principal
Distribution
Amount:
As to any
Distribution
Date,
the
lesser
of (a) the
balance of the Available
Distribution
Amount related to Loan Group I remaining after the
distribution
therefrom
of all amounts required to be distributed
therefrom pursuant to
Section 4.02(a)(i)(W)
of this Series Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom
to the Group I
Certificateholders
on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
I
Subordinate
Component:
On any
date of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group I Loans as of such date over the
aggregate
Certificate
Principal
Balance of the
Group I Certificates then outstanding.
Group II
Certificate:
Any one of the Class
II-A-1
Certificates,
the Class
II-A-2
Certificates,
the
Class
II-A-3
Certificates
and the Class II-A-X
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A, each such Certificate
evidencing an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions
and
representing an undivided interest in Loan Group II.
Group II Loans:
The Mortgage Loans designated in Exhibit Two.
Group II Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(X).
Group II Senior
Percentage:
As of each 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
Group
II
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) in Loan Group II immediately
prior to
such Distribution Date.
Group II
Senior
Principal
Distribution
Amount:
As to any
Distribution
Date,
the
lesser of (a) the
balance of the Available
Distribution
Amount related to Loan Group II remaining after the distribution
therefrom
of all amounts required to be distributed
therefrom pursuant to
Section 4.02(a)(i)(X)
of this Series Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom to the Group II
Certificateholders
on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
II
Subordinate
Component:
On any date of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group II Loans as of such date over the aggregate
Certificate
Principal
Balance of the
Group II Certificates then outstanding.
Group
III
Certificate:
Any
one
of
the
Class
III-A
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A,
each such Certificate
evidencing an interest
designated as a "regular
interest" in REMIC III for purposes of the
REMIC Provisions and representing an undivided interest in Loan
Group III.
Group III Loans:
The Mortgage Loans designated in Exhibit Three.
Group III Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(Y).
Group III Senior Percentage:
As of each 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
Group
III
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) in
Loan Group III immediately
prior to
such Distribution Date.
Group III
Senior
Principal
Distribution
Amount:
As to any
Distribution
Date,
the lesser of (a) the
balance of the Available
Distribution Amount related to Loan Group III remaining after the
distribution
therefrom
of all amounts required to be distributed
therefrom pursuant to
Section 4.02(a)(i)(Y)
of this Series Supplement,
and (b) the sum of the amounts
required to be distributed
therefrom to the Group III
Certificateholders
on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
III
Subordinate
Component:
On any date of
determination,
the
excess of the
aggregate
Stated
Principal
Balance of the Group III Loans as of such date over the aggregate
Certificate
Principal Balance of the
Group III Certificates then outstanding.
Group IV Certificate:
Any one of the Class IV-A
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit A, each such
Certificate
evidencing
an interest
designated
as a "regular
interest"
in REMIC III for
purposes of the REMIC
Provisions and representing an undivided interest in Loan Group IV.
Group IV Loans:
The Mortgage Loans designated in Exhibit Four.
Group IV Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(Z).
Group IV Senior
Percentage:
As of each 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
Group
IV
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) in Loan Group IV immediately
prior to
such Distribution Date.
Group IV
Senior
Principal
Distribution
Amount:
As to any
Distribution
Date,
the
lesser of (a) the
balance of the Available
Distribution
Amount related to Loan Group IV remaining after the distribution
therefrom
of all amounts required to be distributed
therefrom pursuant to
Section 4.02(a)(i)(Z)
of this Series Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom to the Group IV
Certificateholders
on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
IV
Subordinate
Component:
On any date of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group IV Loans as of such date over the aggregate
Certificate
Principal
Balance of the
Group IV Certificates then outstanding.
Index:
With respect to any Mortgage Loan and as to any
Adjustment
Date
therefor,
the related index as
stated in the related Mortgage Note.
Indirect Depository
Participant:
An institution that is not a Depository
Participant but clears through
or maintains a custodial relationship with Participants and has
access to the Depository's clearing system.
Initial Monthly Payment Fund:
$0.00
representing
scheduled
principal
amortization and interest at the
Net Mortgage
Rate during the month of January
2007,
for those
Mortgage
Loans for which the Trustee will not be
entitled to receive such payment in accordance
with the
definition of "Trust Fund." The Initial
Monthly
Payment
Fund will not be part of any REMIC.
Initial Notional Amount:
With respect to the Class II-A-X Certificates, $186,225,000.
Initial Rate Cap: With respect to each Mortgage Loan and the
initial
Adjustment
Date,
the rate cap that
limits the increase or the decrease of the related
Mortgage
Rate on the initial
Adjustment
Date pursuant to the
terms of the related Mortgage Note.
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:
1.60%
Class B-1:
0.50%
Class M-2:
1.00%
Class B-2:
0.35%
Class M-3:
0.55%
Class B-3:
0.25%
Interest Accrual Period:
With respect to any
Certificates and any Distribution
Date, the calendar month
preceding the month in which such Distribution Date occurs.
Loan Group:
Loan Group I, Loan Group II, Loan Group III or Loan Group IV.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Loan Group IV:
The group of Mortgage Loans comprised of the Group IV Loans.
Maturity Date: With respect to each Class of
Certificates,
February 25, 2037, the
Distribution
Date in
the month immediately following the latest scheduled maturity date
of any Mortgage Loan.
Maximum
Mortgage Rate: As to any Mortgage Loan, the rate indicated in
Exhibit One,
Exhibit Two,
Exhibit
Three or Exhibit four, as applicable,
hereto as the "NOTE CEILING,"
which rate is the maximum
interest rate that
may be applicable to such Mortgage Loan at any time during the life
of such Mortgage Loan.
Maximum Net Mortgage
Rate: As to any Mortgage Loan and any date of
determination,
the Maximum
Mortgage
Rate for such Mortgage Loan minus the per annum rate at which the
Servicing Fee is calculated.
Minimum
Mortgage
Rate:
As to any Mortgage
Loan,
the greater of (i) the Note Margin for such
Mortgage
Loan and (ii) the rate
indicated in Exhibit One,
Exhibit
Two,
Exhibit
Three or Exhibit
Four,
as
applicable,
hereto as the "NOTE FLOOR" for such Mortgage
Loan,
which rate may be applicable to such Mortgage Loan at any time
during the life of such Mortgage Loan.
Mortgage
Loans:
Such of the
mortgage
loans,
including
any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are held or deemed to be held as a part
of
the Trust Fund,
the Mortgage
Loans
originally so held being
identified in the initial
Mortgage Loan
Schedule,
including,
without
limitation,
(i) with respect to each Cooperative
Loan, the related
Mortgage Note,
Security
Agreement,
Assignment of Proprietary
Lease,
Cooperative Stock
Certificate,
Cooperative Lease and Mortgage File
and all rights
appertaining
thereto,
(ii) with respect to each Sharia
Mortgage Loan, the related
Obligation to
Pay, Sharia Mortgage Loan Security Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment Agreement
and Amendment of Security Instrument and Mortgage File and all
rights
appertaining
thereto and (iii) with respect
to each
Mortgage
Loan other than a
Cooperative
Loan or a Sharia
Mortgage
Loan,
each related
Mortgage
Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage
Loan
Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One (with
respect to the Group I Loans),
Exhibit Two (with
respect to the Group II Loans),
Exhibit
Three (with respect to
the Group III Loans) or Exhibit IV (with
respect to the Group IV Loans) (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 in the related Loan Group:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
[RESERVED];
(g)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(k)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence;
(l)
a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence;
(m)
whether such Mortgage Loan
constitutes
a Group I Loan,
Group II Loan,
Group III Loan or Group
IV Loan;
(n)
the Maximum Mortgage Rate ("NOTE CEILING");
(o)
the maximum Adjusted Mortgage Rate ("NET CEILING");
(p)
the Note Margin for the ("NOTE MARGIN");
(q)
the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT"); and
(r)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR").
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage
Rate:
As to any Mortgage
Loan,
the interest rate borne by the related
Mortgage
Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on the Mortgage Loans will adjust on
each
Adjustment
Date to equal the sum (rounded to the nearest
multiple of one-eighth of one percent
(0.125%) or
up to the nearest
one-eighth
of one percent,
which are indicated by a "U" on Exhibit One,
Exhibit Two,
Exhibit
Three or Exhibit
Four as
applicable,
hereto,
except in the case of the
Mortgage
Loans
indicated by an "X" on
Exhibit One,
Exhibit Two,
Exhibit Three or Exhibit Four as applicable,
hereto under the heading "NOTE
METHOD"),
of the related Index plus the Note Margin,
in each case subject to the applicable
Initial Rate Cap, Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage Rate.
Net
Mortgage
Rate:
As to each
Mortgage
Loan,
a per
annum
rate of
interest
equal to the
Adjusted
Mortgage
Rate less the per
annum
rate at which the
Servicing
Fee is
calculated;
provided
that,
(i) the Net
Mortgage Rate
becoming
effective on any
Adjustment
Date shall not be greater or less than the Net Mortgage Rate
immediately
prior to such
Adjustment
Date plus or minus the Initial Rate Cap or Periodic Cap
applicable to such
Mortgage
Loan and (ii) the Net Mortgage
Rate for any
Mortgage
Loan shall not exceed a rate equal to the Maximum
Net Mortgage Rate for such Mortgage Loan.
Net WAC Rate:
With respect to any
Distribution
Date and each Loan Group,
a per annum rate equal to the
weighted
average of the Net Mortgage
Rates of the related
Mortgage Loans weighted on the basis of the respective
Stated
Principal
Balance of each such Mortgage Loan as of the beginning of the
related Due Period,
using the Net
Mortgage Rates in effect for the scheduled payments due on those
Mortgage Loans during such Due Period.
Note Margin:
As to each Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage Note and
indicated in Exhibit One,
Exhibit Two,
Exhibit Three or Exhibit Four as applicable,
hereto as the "NOTE MARGIN,"
which
percentage
is added to the
related
Index on each
Adjustment
Date to
determine
(subject to rounding in
accordance
with the related
Mortgage Note, the Initial Rate Cap, the Periodic Cap, the Maximum
Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Notional
Amount:
The
Notional
Amount of the
Class
II-A-X
Certificates
shall
equal
the
aggregate
Certificate
Principal Balance of the Class II-A-1,
Class II-A-2 and Class II-A-3
Certificates
immediately prior
to that date.
Pass-Through
Rate: With respect to the Class I-A Certificates
and the Class R Certificates,
the Net WAC
Rate of the Group I Loans.
For federal income tax purposes,
however,
the Class I-A
Certificates and the Class R
Certificates
will bear interest at a rate equivalent to the foregoing,
expressed,
respectively,
as the weighted
average of the Pass-Through Rate on
Uncertificated
REMIC II Regular Interest I-A, and the weighted average of the
Pass-Through
Rate on
Uncertificated
REMIC II Regular
Interest
R-III, in each case weighted on the basis of the
Uncertificated
Principal Balance of the related
Uncertificated
REMIC II Regular Interest
immediately
preceding
the related
Distribution
Date. The
Pass-Through
Rate on the Class I-A Certificates and the Class R Certificates
with
respect to the first
Interest
Accrual
Period is expected to be
approximately
5.808167%
per annum.
With
respect to the Class II-A-X
Certificates,
expressed
for any
Distribution
Date as a rate equal to 0.300000% per
annum.
With respect to the Class II-A-1,
Class II-A-2 and Class II-A-3
Certificates and any
Distribution
Date,
the Net WAC Rate of the
Group
II Loans
minus
the
Pass-Through
Rate for the
Class
II-A-X
Certificates.
For
federal income tax purposes,
however,
each of the Class II-A-1,
Class II-A-2 and Class II-A-3
Certificates will
bear interest at a rate equivalent to the foregoing,
expressed as the weighted
average of the
Pass-Through
Rate
on Uncertificated REMIC II Regular Interest II-A-1, II-A-2 and
II-A-3,
respectively,
in each case weighted on the
basis of the Uncertificated
Principal Balance of the related
Uncertificated REMIC II Regular Interest,
minus the
Pass-Through Rate for the Class II-A-X
Certificates.
The Pass-Through Rate on the Class II-A-1,
Class II-A-2 and
Class
II-A-3
Certificates
with
respect to the first
Interest
Accrual
Period is expected to be
approximately
5.643963% per annum.
With respect to the Class III-A
Certificates,
the Net WAC Rate of the Group III Loans.
For
federal income tax purposes,
however,
the Class III-A Certificates will bear interest at a rate
equivalent to the
foregoing,
expressed as the weighted average of the Pass-Through Rate on
Uncertificated
REMIC II Regular Interest
III-A,
weighted
on the basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC II Regular
Interest
immediately
preceding
the
related
Distribution
Date.
The
Pass-Through
Rate
on
the
Class
III-A
Certificates
with respect to the first
Interest
Accrual
Period is expected to be
approximately
5.808167%
per
annum.
With respect to the Class IV-A
Certificates,
the Net WAC Rate of the Group IV Loans.
For federal
income
tax
purposes,
however,
the Class IV-A
Certificates
will bear interest at a rate
equivalent to the
foregoing,
expressed as the weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC II Regular
Interest
IV-A,
weighted on the basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
immediately
preceding the related
Distribution
Date. The Pass-Through
Rate on the Class IV-A
Certificates with
respect to the first Interest
Accrual
Period is expected to be
approximately
5.808167% per annum.
With respect
to the Class M Certificates
and Class B
Certificates,
the weighted
average of the Net WAC Rates for the Group I
Loans,
Group II Loans,
Group III Loans
and
Group IV
Loans,
weighted
on the basis of the Group I
Subordinate
Component,
Group II Subordinate
Component,
Group III
Subordinate
Component and Group IV Subordinate
Component
respectively.
This
determination
will be made as of the related
Distribution Date prior to giving effect to any
distributions
on the
Certificates
on that date. The
Pass-Through
Rate on the Class M Certificates
and Class B
Certificates
with respect to the first
Interest
Accrual
Period is expected to be
approximately
5.949312%
per
annum.
For federal
income tax purposes,
however,
the Class M Certificates
and Class B
Certificates
will bear
interest at a rate
equivalent to the foregoing,
expressed as the weighted
average of the
Pass-Through
Rates on
Uncertificated
REMIC
II
Regular
Interests
M-1,
M-2,
M-3,
B-1,
B-2 and B-3
weighted
on the
basis
of the
Uncertificated
Principal Balance of each such Uncertificated REMIC II Regular
Interest
immediately
preceding the
related Distribution Date.
Periodic Cap: With respect to each
Mortgage
Loan,
the periodic rate cap that limits the increase or the
decrease of the related
Mortgage Rate on any Adjustment Date (other than the initial
Adjustment Date) pursuant to
the terms of the related Mortgage Note.
Prepayment
Assumption:
With respect to the Mortgage Loans, a prepayment
assumption of 25% CPR, used for
determining
the accrual of original
issue
discount
and market
discount
and
premium on the
Certificates
for
federal income tax purposes.
Prepayment
Distribution
Percentage:
With respect to any Distribution Date and each Class of Subordinate
Certificates for each Loan Group,
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 2014 (unless the
Certificate Principal Balances of the related Senior Certificates
have been reduced to zero), 0%.
(ii)
For any
Distribution
Date for which clause (i) above does not apply,
and on which any
Class of Subordinate Certificates is outstanding with a Certificate
Principal Balance greater than zero:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each
other
Class of
Subordinate
Certificates
for
which the
Prepayment Distribution Triggers have not been satisfied, 0%.
(iii)
Notwithstanding
the foregoing,
if the application of the foregoing
percentages on any
Distribution
Date as provided in Section 4.02 of this Series
Supplement
(determined
without
regard to
the
proviso
to the
definition
of
"Subordinate
Principal
Distribution
Amount")
would
result
in a
distribution
in respect of principal
of any Class or Classes of
Subordinate
Certificates
in an amount
greater than the remaining
Certificate
Principal
Balance thereof (any such class, a "Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage
of each
Maturing
Class shall be reduced to a level
that,
when applied as described
above,
would exactly reduce the Certificate
Principal
Balance of such
Class
to
zero;
(b)
the
Prepayment
Distribution
Percentage
of
each
other
Class
of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class") shall be
recalculated
in
accordance
with the
provisions in paragraph (ii) above,
as if the
Certificate
Principal
Balance of each Maturing Class had
been reduced to zero (such
percentage as
recalculated,
the
"Recalculated
Percentage");
(c) the total
amount of the
reductions in the
Prepayment
Distribution
Percentages
of the Maturing
Class or Classes
pursuant to clause (a) of this sentence,
expressed as an aggregate
percentage,
shall be allocated among
the Non-Maturing Classes in proportion to their respective
Recalculated
Percentages (the portion of such
aggregate
reduction so allocated to any
Non-Maturing
Class, the "Adjustment
Percentage");
and (d) for
purposes of such Distribution
Date, the Prepayment
Distribution
Percentage of each
Non-Maturing
Class
shall
be
equal
to the
sum
of (1)
the
Prepayment
Distribution
Percentage
thereof,
calculated
in
accordance
with the provisions in paragraph (ii) above as if the
Certificate
Principal
Balance of each
Maturing Class had not been reduced to zero, plus (2) the related
Adjustment Percentage.
Qualified
Substitute
Mortgage Loan: A Mortgage Loan
substituted
by Residential
Funding or the Company
for a
Deleted
Mortgage
Loan
which
must,
on the
date of
such
substitution,
as
confirmed
in an
Officers'
Certificate delivered to the Trustee, with a copy to the Custodian,
(i)
have an outstanding
principal
balance,
after deduction of the principal portion of the monthly
payment
due in the
month of
substitution
(or in the case of a
substitution
of more than one
Mortgage Loan for a Deleted
Mortgage Loan, an aggregate
outstanding
principal
balance,
after
such
deduction),
not in excess of the Stated
Principal
Balance of the Deleted
Mortgage
Loan
(the amount of any shortfall to be deposited by Residential
Funding in the Custodial
Account in
the month of substitution);
(ii)
have a
Mortgage
Rate and a Net
Mortgage
Rate no lower
than
and not more
than 1% per
annum
higher than the Mortgage Rate and Net Mortgage Rate,
respectively,
of the Deleted Mortgage Loan
as of the date of substitution;
(iii)
have a
Loan-to-Value
Ratio at the time of
substitution
no
higher
than
that of the
Deleted
Mortgage Loan at the time of substitution;
(iv)
have a
remaining
term to
stated
maturity
not
greater
than (and not more than one year less
than) that of the Deleted Mortgage Loan;
(v)
have a Mortgage
Rate that adjusts with the same
frequency and based upon the same Index as that
of the Deleted Mortgage Loan;
(vi)
have a Note Margin not less than that of the Deleted Mortgage Loan;
(vii)
have a Periodic Rate Cap that is equal to that of the Deleted
Mortgage Loan;
(viii)
have an Initial Rate Cap that is not less than that of the Deleted
Mortgage Loan;
(ix)
have a next Adjustment Date no later than that of the Deleted
Mortgage Loan;
(x)
have a Maximum Rate no less than that of the Deleted Mortgage Loan;
(xi)
have a Minimum Rate no less than that of the Deleted Mortgage Loan;
and
(xii)
comply with each
representation
and
warranty
set forth in
Sections
2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement.
Record
Date:
With
respect
to each
Distribution
Date and each
Class of
Certificates,
the
close of
business on the last
business day of the month next
preceding
the month in which the related
Distribution
Date
occurs.
Related
Class:
As to any
Uncertificated
REMIC I or
REMIC II
Regular
Interest,
that
class or those
classes of Certificates
identified as "Related Class(es) of Certificates" to such
Uncertificated
REMIC I or REMIC
II Regular Interest in the Preliminary Statement hereto with
respect to REMIC I or REMIC II.
REMIC I: The
segregated
pool of assets
related to this Series,
with respect to which a REMIC
election
is to be made (except as provided below) pursuant to this
Agreement, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date
(other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in
the
Custodial
Account or in the
Certificate
Account and
identified as belonging to the Trust
Fund, but not including amounts on deposit in the Initial Monthly
Payment Fund,
(iii)
property
that
secured
a
Mortgage
Loan
and that has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any, and
(v)
all proceeds of clauses (i) through (iv) above.
Notwithstanding
the
foregoing,
the REMIC
election
with respect to REMIC I
specifically
excludes the
Initial Monthly Payment Fund.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Subordinate
Balance Ratio: The ratio among the principal
balances of each of the
Uncertificated
REMIC I Regular
Interests
ending with the designation
"A," equal to the ratio among: (1) the Group I Subordinate
Component (2) the Group II Subordinate Component and (3) the Group
III Subordinate Component.
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
the
Uncertificated
REMIC II Regular
Interests
and the Class R-II
Certificates
pursuant to Section 10.04,
with respect to which a separate REMIC election is to
be made.
The REMIC election with respect to REMIC II specifically excludes
the Initial Monthly Payment Fund.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III. The
segregated
pool of assets
consisting of the
Uncertificated
REMIC II Regular
Interests
conveyed
in trust to the Trustee for the benefit of the
holders of the Class I-A,
Class
II-A-1,
Class
II-A-2,
Class II-A-3,
Class II-A-X,
Class III-A, Class IV-A, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class
B-3 and Class R-III
Certificates
pursuant to Section 10.04, with respect to which a separate REMIC
election is to
be made.
The REMIC election with respect to REMIC III specifically excludes
the Initial Monthly Payment Fund.
REMIC III
Certificates:
Any of the Class I-A, Class II-A-1,
Class II-A-2,
Class II-A-3,
Class II-A-X,
Class
III-A,
Class
IV-A,
Class M-1,
Class M-2,
Class M-3,
Class B-1,
Class B-2,
Class B-3 and Class
R-III
Certificates.
Senior Accelerated
Distribution
Percentage:
With respect to any Distribution Date occurring on or prior
to the 84th
Distribution
Date and, with respect to any Loan Group,
100%. With respect to any
Distribution
Date
thereafter and any such Loan Group, as follows:
(i)
for any
Distribution
Date
after
the
84th
Distribution
Date
but on or
prior
to the
96th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related Subordinate Percentage for such Distribution Date;
(ii)
for any
Distribution
Date
after
the 96th
Distribution
Date
but on or
prior
to the
108th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related Subordinate Percentage for such Distribution Date;
(iii)
for any
Distribution
Date
after
the
108th
Distribution
Date but on or
prior to the
120th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related Subordinate Percentage for such Distribution Date;
(iv)
for any
Distribution
Date
after
the
120th
Distribution
Date but on or
prior to the
132nd
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related Subordinate Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date.
Any
scheduled
reduction,
as
described
in
the
preceding
paragraph,
shall
not
be
made
as of any
Distribution Date unless:
(a)
the
outstanding
principal
balance
of the
Mortgage
Loans
in all four
Loan
Groups
delinquent 60 days or more,
including
Mortgage Loans in foreclosure and REO,
averaged over the last six
months,
as a percentage of the aggregate
outstanding
Certificate
Principal
Balance of the Subordinate
Certificates, is less than 50% and
(b)
Realized
Losses
on the
Mortgage
Loans
in all
four
Loan
Groups
to date
for such
Distribution
Date, if occurring during the eighth,
ninth,
tenth,
eleventh or twelfth year, or any year
thereafter,
after the Closing Date, are less than 30%, 35%, 40%, 45% or 50%,
respectively,
of the sum of
the Initial Certificate Principal Balances of the Subordinate
Certificates.
Notwithstanding
the foregoing,
if (a) the weighted
average of the Subordinate
Percentages for all four
Loan Groups is equal to or in excess of twice the initial weighted
average of the Subordinate
Percentages for all
four Loan Groups,
(b) the outstanding
principal
balance of the Mortgage Loans in all four Loan Groups delinquent
60 days or more
averaged
over the last six months,
as a
percentage
of the
aggregate
outstanding
Certificate
Principal
Balance of the Subordinate
Certificates,
does not exceed 50% and (c)(i) prior to the Distribution Date
in February
2010,
cumulative
Realized
Losses on the Mortgage Loans in all four Loan Groups do not exceed
20% of
the sum of the
initial
Certificate
Principal
Balances of the
Subordinate
Certificates,
and (ii)
thereafter,
cumulative
Realized
Losses on the
Mortgage
Loans in all four Loan
Groups do not
exceed
30% of the sum of the
initial
Certificate
Principal Balances of the Subordinate
Certificates,
then (A) on any Distribution Date prior
to the Distribution Date in February 2010, each Senior
Accelerated
Distribution
Percentage for such Distribution
Date will equal the related
Senior
Percentage
for that
Distribution
Date plus 50% of the
related
Subordinate
Percentage
for such
Distribution
Date, and (B) on any
Distribution
Date on or after the
Distribution
Date in
February 2010, each Senior
Accelerated
Distribution
Percentage for that Distribution Date will equal the related
Senior Percentage for that Distribution Date.
Notwithstanding
the
foregoing,
on any
Distribution
Date on which the weighted
average of the initial
Group I Senior Percentage,
Group II Senior Percentage,
Group III Senior Percentage and Group IV Senior Percentage
weighted on the basis of the Stated
Principal
Balances of the Mortgage
Loans in the related Loan Group,
exceeds
the
weighted
average of the
initial
Group I Senior
Percentage,
Group II Senior
Percentage,
Group III Senior
Percentage and Group IV Senior Percentage
(calculated on such basis), each of the Senior Accelerated
Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding
the
foregoing,
upon
reduction
of the
Certificate
Principal
Balances of the related
Senior Certificates to zero, the related Senior Accelerated
Distribution Percentage will equal 0%.
Senior
Certificate:
Any one of the
Class
A
Certificates
or
Class R
Certificates,
executed
by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D, respectively.
Senior
Percentage:
The
Group I
Senior
Percentage
with
respect
to Loan
Group I,
Group
II
Senior
Percentage
with respect to Loan Group II, Group III Senior
Percentage
with respect to Loan Group III or Group IV
Senior Percentage with respect to Loan Group IV.
Senior Principal
Distribution
Amount: The Group I Senior Principal
Distribution Amount, Group II Senior
Principal
Distribution
Amount,
Group III
Senior
Principal
Distribution
Amount
or Group IV Senior
Principal
Distribution Amount.
Subordinate
Component:
The Group I Subordinate
Component,
Group II
Subordinate
Component,
Group III
Subordinate Component or Group IV Subordinate Component, as
applicable.
Subordinate
Principal
Distribution
Amount:
With
respect to any
Distribution
Date and Loan Group and
each Class of
Subordinate
Certificates,
(a) the sum of (i) the product of (x) the Class's pro rata share,
based
on the
Certificate
Principal
Balance of each such Class then
outstanding,
and (y) the aggregate of the amounts
calculated
for such
Distribution
Date under
clauses (1), (2) and (3) of Section
4.02(a)(ii)(A)
of this Series
Supplement
(without
giving
effect to the
related
Senior
Percentage)
to the extent not payable to the related
Senior
Certificates;
(ii) such Class's pro rata share,
based on the Certificate
Principal Balance of each Class
of Subordinate Certificates then outstanding,
of the principal collections described in
Section 4.02(a)(ii)(B)(b)
of this Series
Supplement
(without giving effect to the related Senior
Accelerated
Distribution
Percentage) to
the extent such
collections are not otherwise
distributed to the related 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 to the extent
not
payable
to the
Senior
Certificates;
and (iv) 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
related
Capitalization
Reimbursement Amount for such Distribution Date,
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), and the
denominator
of which is the sum of the principal
distribution
amounts
for all related Classes of Class A Certificates
and the related
Subordinate
Component,
without giving effect to
any reductions for the Capitalization Reimbursement Amount.
Trust Fund:
REMIC I, REMIC II, REMIC III and the Initial Monthly Payment Fund.
Uncertificated
Accrued Interest:
With respect to each
Uncertificated
REMIC I Regular Interest and each
Uncertificated
REMIC II Regular
Interest on each
Distribution
Date, an amount equal to one month's
interest at
the related
Uncertificated REMIC I Pass-Through Rate or related
Uncertificated REMIC II Pass-Through Rate, as the
case
may
be,
on the
Uncertificated
Principal
Balance
of such
Uncertificated
REMIC I
Regular
Interest
or
Uncertificated
REMIC II Regular Interest.
Uncertificated
Accrued Interest on the Uncertificated
REMIC I Regular
Interests
and on the
Uncertificated
REMIC II
Regular
Interests
will be
reduced
by any
Prepayment
Interest
Shortfalls and Relief Act Interest
Shortfalls,
allocated among such Uncertificated
REMIC I Regular Interests and
such Uncertificated REMIC II Regular Interests, as the case may be,
pro rata.
Uncertificated
Principal
Balance:
The principal amount of any
Uncertificated
REMIC I Regular Interest
or any
Uncertificated
REMIC II Regular Interest
outstanding as of any date of determination.
The Uncertificated
Principal
Balance
of each
Uncertificated
REMIC I Regular
Interest
and each
Uncertificated
REMIC II
Regular
Interest shall be reduced by all
distributions
of principal
made on, and allocation of Realized
Losses to, such
Uncertificated
REMIC I Regular Interest or Uncertificated
REMIC II Regular Interest,
as the case may be, on such
Distribution Date. The Uncertificated
Principal Balance of each
Uncertificated
REMIC I Regular Interest and each
Uncertificated REMIC II Regular Interest shall never be less than
zero.
Uncertificated
REMIC I Regular
Interests:
The
Uncertificated
partial undivided
beneficial
ownership
interests in REMIC I, designated as Uncertificated
REMIC I Regular
Interests I-A, I-B, II-A, II-B, III-A,
III-B,
IV-A,
IV-B,
ZZZ and R-II,
each
having an
Uncertificated
Principal
Balance as
specified
herein and
bearing
interest at a rate equal to the related Uncertificated REMIC I
Pass-Through Rate.
Uncertificated
REMIC I
Pass-Through
Rate:
With respect to each of the
Uncertificated
REMIC I Regular
Interests I-A, II-A,
III-A,
IV-A and ZZZ, the weighted
average of the Net Mortgage Rates of the Mortgage
Loans,
weighted on the basis of the respective
Stated
Principal
Balances of each such Mortgage Loan as of the beginning
of the Due Period
immediately
preceding the related
Distribution
Date. With respect to
Uncertificated
REMIC I
Regular
Interests
I-B and R-II,
the Net WAC Rate of the Group I Loans.
With respect to
Uncertificated
REMIC I
Regular
Interest
II-B,
the Net WAC Rate of the Group II Loans.
With respect to
Uncertificated
REMIC I Regular
Interest III-B, the Net WAC Rate of the Group III Loans.
With respect to
Uncertificated
REMIC I Regular Interest
IV-B, the Net WAC Rate of the Group IV Loans.
Uncertificated
REMIC I Regular Interest
Distribution
Amount: With respect to any Distribution Date, the
sum of the amounts deemed to be distributed on the
Uncertificated
REMIC I Regular Interests for such Distribution
Date pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular Interests:
The
Uncertificated
partial undivided
beneficial
ownership
interests in REMIC II,
designated as
Uncertificated
REMIC II Regular
Interests
I-A,
II-A-1,
II-A-2,
II-A-3,
III-A,
IV-A, M-1, M-2, M-3, B-1, B-2, B-3 and R-III, each having an
Uncertificated
Principal Balance as specified
herein and bearing interest at a rate equal to the related
Uncertificated REMIC II Pass-Through Rate.
Uncertificated
REMIC II Pass-Through Rate: With respect to the
Uncertificated
REMIC II Regular Interest
I-A and the
Uncertificated
REMIC II Regular
Interest R-III,
the Net WAC Rate of the Group I Loans.
For federal
income tax purposes,
however,
the Uncertificated
REMIC II Regular Interest I-A and the
Uncertificated
REMIC II
Regular
Interest
R-III will bear
interest at a rate
equivalent
to the
foregoing,
expressed
as the
weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular
Interest I-B,
weighted on the basis of the
Uncertificated
Principal
Balance
of such
Uncertificated
REMIC I Regular
Interest
immediately
preceding
the
related Distribution Date.
With respect to the
Uncertificated
REMIC II Regular
Interest
II-A-1,
the Net WAC Rate of the Group II
Loans. For federal income tax purposes,
however,
the Uncertificated
REMIC II Regular Interest II-A-1,
will bear
interest at a rate
equivalent to the
foregoing,
expressed as the weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular Interest II-B,
weighted on the basis of the
Uncertificated
Principal
Balance of
such
Uncertificated
REMIC I Regular Interest
immediately
preceding the related
Distribution Date. With respect
to the
Uncertificated
REMIC II
Regular
Interest
II-A-2,
the Net WAC Rate of the Group II Loans.
For
federal
income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest II-A-2 will bear interest at a rate
equivalent to the foregoing,
expressed as the weighted average of the Pass-Through Rate on
Uncertificated
REMIC I
Regular Interest II-B, weighted on the basis of the Uncertificated
Principal Balance of such Uncertificated
REMIC
I Regular Interest
immediately
preceding the related
Distribution Date. With respect to the Uncertificated REMIC
II Regular
Interest
II-A-3,
the Net WAC Rate of the Group II Loans.
For federal
income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest
II-A-3 will bear interest at a rate
equivalent to the
foregoing,
expressed as the
weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular
Interest
II-B,
weighted on the basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
immediately preceding the related Distribution Date.
With respect to the
Uncertificated
REMIC II Regular
Interest
III-A,
the Net WAC Rate of the Group III
Loans.
For federal income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest III-A will bear
interest at a rate
equivalent to the
foregoing,
expressed as the weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular Interest III-B,
weighted on the basis of the
Uncertificated
Principal Balance of
such Uncertificated REMIC I Regular Interest immediately preceding
the related Distribution Date.
With
respect to the
Uncertificated
REMIC II
Regular
Interest
IV-A,
the Net WAC Rate of the Group IV
Loans.
For federal
income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest IV-A will bear
interest at a rate
equivalent to the
foregoing,
expressed as the weighted
average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular Interest IV-B,
weighted on the basis of the
Uncertificated
Principal
Balance of
such Uncertificated REMIC I Regular Interest immediately preceding
the related Distribution Date.
With respect to each Uncertificated
REMIC II Regular Interest M and each Uncertificated
REMIC II Regular
Interest B, the weighted
average of the Net WAC Rates for the Group I Loans,
Group II Loans,
Group III Loans and
Group IV Loans,
weighted on the basis of the Group I Subordinate
Component,
Group II
Subordinate
Component and
Group III Subordinate
Component,
respectively.
This
determination
will be made as of the related
Distribution
Date
prior to giving
effect to any
distributions
on the
Certificates
on that
date.
For
federal
income tax
purposes,
however,
each
Uncertificated
REMIC II
Regular
Interest M and each
Uncertificated
REMIC II Regular
Interest B will bear
interest at a rate
equivalent
to the
foregoing,
expressed as the weighted
average of the
Uncertificated
REMIC I Pass-Through
Rates on
Uncertificated
REMIC I Regular Interests I-A, II-A, III-A and IV-A
weighted
on the
basis of the
Uncertificated
Principal
Balance
of each
such
Uncertificated
REMIC I
Regular
Interest
immediately
preceding
the related
Distribution
Date,
provided
that,
for purposes of such
weighted
average,
the Uncertificated
REMIC I Pass-Through Rate of each such Uncertificated
REMIC I Regular Interest shall
be subject to a cap and a floor equal to the Uncertificated
REMIC I Pass-Through Rate of the Uncertificated
REMIC
I Regular Interest from the related Loan Group ending with the
designation "B".
Uncertificated
REMIC II Regular Interest
Distribution
Amount:
With respect to any
Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC II
Regular
Interests
for such
Distribution Date pursuant to Section 10.04(d).
Undercollateralized
Amount:
With respect any Certificate Group and Distribution
Date, the excess of (i)
the aggregate
Certificate
Principal
Balance of such Certificate
Group over (ii) the
aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group,
in each case calculated on such
Distribution
Date after
giving
effect to
distributions
to be made
thereon
(other than
amounts to be
distributed
pursuant to Section
4.02(d) on such Distribution Date).
Undercollateralized
Certificate
Group:
With
respect any
Distribution
Date, a
Certificate
Group for
which the related Undercollateralized Amount exceeds zero.
Underwriter:
Residential Funding Securities, LLC.
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 to 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)
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
For
representations,
warranties
and
covenants
of the
Master
Servicer,
see
Section 2.03(a)
of the
Standard Terms.
(b)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no Mortgage Loan has been so Delinquent in the 12-month
period prior to the Cut-off Date;
(ii)
The
information
set forth in Exhibits One, Two, Three and Four hereto with respect
to each Mortgage Loan
or the Mortgage
Loans, as the case may be, in Loan Group I,
Loan Group II,
Loan Group III or Loan Group
IV respectively,
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),
hybrid
adjustable-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,
with the exception of one Mortgage Loan representing 0.1% 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 that (a) at least 30% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is between 95.00% and 90.01%,
(b) at least 25% of such balance if the
Loan-to-Value
Ratio is between
90.00% and 85.01%,
and (c) at least 12% of such balance if the
Loan-to-Value
Ratio is
between 85.00% and 80.01%.
To the best of the Company's
knowledge,
each such Primary
Insurance
Policy
is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
Approximately
43.1%,
59.4%
and
42.1% of the
Group II
Loans,
Group
III
Loans
and
Group IV Loans,
respectively,
are located in
California.
Approximately
15.6% and 11.9% of the cut-off
date
principal
balance of the Group I loans are locates in North Carolina and
Washington, respectively.;
(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
27.7%,
45.7%,
53.3% and
33.4% of the Group I Loans,
Group II Loans,
Group III Loans and
Group IV Loans,
respectively,
by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date,
were
underwritten under a reduced loan documentation program;
(x)
Each Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that the
Mortgaged
Property
would be
owner-occupied
and therefore
would not be an investor
property as of the
date of origination of such Mortgage Loan.
No Mortgagor is a corporation or a partnership;
(xi)
None of the Group I Loans,
Group II Loans,
Group III Loans or Group IV Loans as of the Cut-off
Date are
Buydown Mortgage Loans;
(xii)
Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A)
of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
One of the Mortgage Loans, representing approximately 0.2% of the
Mortgage Loans, is a Cooperative Loan;
(xv)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program (through which
no new or updated
appraisals
of Mortgaged
Properties
are obtained in connection
with the
refinancing
thereof),
the related Seller has represented that either (a) the value of the
related Mortgaged
Property
as of the date the Mortgage Loan was
originated
was not less than the
appraised
value of such property
at the
time
of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage
Loan
generally
meets
the
Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii)
None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this
Section 2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or any Custodian.
Upon
discovery by any of the Company,
the Master
Servicer,
the Trustee or any Custodian of a breach of
any of the representations and warranties set forth in this
Section 2.03(b)
that materially and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available
to the
Certificateholders
or the
Trustee
on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company
shall not be required to cure
breaches or purchase or
substitute
for Mortgage
Loans as
provided
in this
Section
2.03(b)
if the
substance
of the
breach of a
representation
set forth
above
also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04
Representations and Warranties of Sellers.
The Company,
as assignee of
Residential
Funding under the Assignment
Agreement,
hereby assigns to the
Trustee for the benefit of
Certificateholders
all of its right,
title and interest in respect of the
Assignment
Agreement
and
each
Seller's
Agreement
(to the
extent
assigned
to the
Company
pursuant
to the
Assignment
Agreement)
applicable to a Mortgage Loan.
Insofar as the Assignment
Agreement or the Company's rights under such
Seller's Agreement relate to the
representations
and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such
representations
and
warranties,
such right,
title and
interest
may be enforced by the Master
Servicer on behalf of the Trustee and
the
Certificateholders.
Upon the discovery by the Company,
the Master Servicer,
the Trustee or any Custodian of
a breach of any of the
representations
and warranties made in a Seller's Agreement that have been assigned
to the
Trustee
pursuant to this
Section 2.04 or of a breach of any of the
representations
and
warranties
made in the
Assignment
Agreement
(which,
for
purposes
hereof,
will be deemed to include any other cause
giving rise to a
repurchase
obligation
under the
Assignment
Agreement)
in respect of any
Mortgage
Loan which
materially
and
adversely
affects the
interests of the
Certificateholders
in such Mortgage
Loan,
the party
discovering
such
breach shall give prompt written notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement).
The Master Servicer shall promptly notify the related Seller or
Residential
Funding,
as the case may
be, of such breach and request that such Seller or Residential
Funding,
as the case may be, either
(i) cure such
breach in all
material
respects
within 90 days from the date the Master
Servicer was notified of such breach 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 in the case of a breach under the
Assignment
Agreement
Residential
Funding 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 breach 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,
repurchase or
substitution
must occur within 90 days from the date the breach was
discovered.
If the breach of
representation
and warranty
that gave rise to the
obligation
to
repurchase or substitute a Mortgage Loan pursuant to Section 4
of the
Assignment
Agreement was the
representation
and warranty set forth in clause (xii) of Section 4 thereof,
then the Master Servicer shall request that
Residential
Funding pay to the Trust Fund,
concurrently
with and in
addition to the remedies provided in the preceding sentence,
an amount equal to any liability,
penalty or expense
that was actually
incurred and paid out of or on behalf of the Trust Fund,
and that
directly
resulted from such
breach,
or if incurred and paid by the Trust Fund thereafter,
concurrently
with such payment.
In the event that
Residential
Funding
elects to substitute a Qualified
Substitute
Mortgage
Loan or Loans for a Deleted
Mortgage
Loan
pursuant
to this
Section
2.04,
Residential
Funding
shall
deliver to the Trustee for the benefit of the
Certificateholders
with respect to such Qualified
Substitute
Mortgage Loan or Loans, the original Mortgage Note,
the
Mortgage,
an Assignment of the Mortgage in
recordable
form if required
pursuant to Section 2.01,
and such
other
documents
and
agreements as are required by
Section 2.01,
with the Mortgage Note endorsed as required by
Section 2.01.
No
substitution
will be made in any calendar
month after the
Determination
Date for such month.
Monthly
Payments due with respect to Qualified
Substitute
Mortgage Loans in the month of substitution
shall not
be part of the Trust Fund and will be
retained
by the Master
Servicer
and
remitted
by the Master
Servicer to
Residential
Funding on the next succeeding
Distribution
Date. For the month of
substitution,
distributions
to
the
Certificateholders
will
include
the
Monthly
Payment
due on a Deleted
Mortgage
Loan for such
month and
thereafter
Residential
Funding
shall be
entitled
to retain all
amounts
received
in respect of such
Deleted
Mortgage
Loan.
The Master
Servicer
shall
amend or cause to be amended
the
Mortgage
Loan
Schedule,
for the
benefit of the
Certificateholders
to reflect the removal of such Deleted
Mortgage Loan and the
substitution
of
the Qualified
Substitute
Mortgage Loan or Loans and the Master
Servicer shall deliver the amended
Mortgage Loan
Schedule,
to the
Trustee.
Upon such
substitution,
the
Qualified
Substitute
Mortgage
Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing
Agreement in all respects,
the related Seller
shall be deemed to have made the representations
and warranties with respect to the Qualified
Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of
substitution,
insofar as Residential
Funding's
rights in respect of such
representations
and warranties
are assigned to the Company
pursuant to the Assignment
Agreement,
and the
Company and the Master
Servicer
shall be deemed to have made with
respect to any
Qualified
Substitute
Mortgage Loan or Loans, as of the date of substitution,
the covenants,
representations and warranties
set forth in this
Section
2.04,
in Section
2.03 hereof and in Section 4 of the
Assignment
Agreement,
and the
Master
Servicer
shall be obligated to repurchase or substitute for any Qualified
Substitute
Mortgage Loan as to
which a
Repurchase
Event (as
defined in the
Assignment
Agreement)
has
occurred
pursuant to Section 4 of the
Assignment Agreement.
In connection
with the
substitution of one or more Qualified
Substitute
Mortgage Loans for one or more
Deleted
Mortgage Loans,
the Master
Servicer will determine the amount (if any) by which the aggregate
principal
balance of all such Qualified
Substitute
Mortgage Loans as of the date of substitution is less than the
aggregate
Stated
Principal
Balance of all such Deleted
Mortgage
Loans (in each case after
application
of the
principal
portion
of
the
Monthly
Payments
due
in
the
month
of
substitution
that
are
to
be
distributed
to
the
Certificateholders
in the month of substitution).
Residential
Funding shall deposit the amount of such shortfall
into the Custodial Account on the day of substitution,
without any
reimbursement
therefor.
Residential
Funding
shall give
notice in writing to the Trustee of such event,
which
notice
shall be
accompanied
by an
Officers'
Certificate as to the
calculation of such shortfall and (subject to Section
10.01(f)) by an Opinion of Counsel to
the effect that such
substitution
will not cause (a) any
federal tax to be imposed on the Trust Fund,
including
without
limitation,
any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions
after the startup date" under Section
860G(d)(1) of the Code or (b) any portion of any REMIC to
fail to qualify as such at any time that any Certificate is
outstanding.
It is understood
and agreed that the
obligation of the Seller or
Residential
Funding,
as the case may
be, to cure such breach or purchase (or in the case of
Residential
Funding to substitute
for) such Mortgage Loan
as to which such a breach has occurred and is continuing
and to make any
additional
payments
required under the
Assignment
Agreement in connection with a breach of the
representation
and warranty in clause (xii) of Section 4
thereof
shall
constitute
the sole remedy
respecting
such breach
available
to the
Certificateholders
or the
Trustee on behalf of
Certificateholders.
If the Master
Servicer is Residential
Funding,
then the Trustee shall
also have the right to give the
notification
and require the purchase or substitution
provided for in the second
preceding
paragraph in the event of such a breach of a representation
or warranty made by Residential
Funding in
the
Assignment
Agreement.
In
connection
with the purchase of or
substitution
for any such
Mortgage
Loan by
Residential
Funding,
the Trustee
shall
assign to
Residential
Funding all of the
Trustee's
right,
title and
interest in respect of the Seller's Agreement and the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05
Execution and Authentication of Certificates/Issuance of
Certificates.
The Trustee
acknowledges
the
assignment
to it of the
Mortgage
Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all other assets included in the Trust Fund and/or
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 the REMIC I.
Concurrently
with
such delivery and in exchange therefor,
the Trustee,
pursuant to the written direction 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-II Certificates in authorized
denominations
which together with the
Uncertificated
REMIC II
Regular Interests, evidence the beneficial interest in the REMIC
II.
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
The Company,
as of the Closing
Date,
and
concurrently
with the execution
and delivery
hereof,
does
hereby
assign
without
recourse
all the right,
title and
interest of the Company in and to the
Uncertificated
REMIC I Regular
Interests
and
Uncertificated
REMIC II Regular
Interests
to the Trustee for the benefit of the
Holders
of each
Class of
Certificates
(other
than the Class
R-I and Class
R-II
Certificates).
The
Trustee
acknowledges
receipt
of the
Uncertificated
REMIC I
Regular
Interests
and
Uncertificated
REMIC
II
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 and Class R-II
Certificates).
The
rights of the
Holders of each
Class of
Certificates
(other
than the Class R-I and R-II
Certificates)
to
receive
distributions
from the proceeds of REMIC III 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 II Regular
Interests
and,
concurrently
therewith and in exchange therefore,
pursuant to the written direction 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 and Class R-II
Certificates)
in
authorized denominations, which evidence the beneficial interest in
the entire REMIC III.
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms)
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master
Servicer and the Trustee
hereby
agree,
notwithstanding
any other
express or
implied
agreement
to
the
contrary,
that
any
and
all
Persons,
and
any
of
their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax
structure.
For purposes of this
paragraph,
the terms "tax treatment" and "tax structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing
Agreements
Between
Master
Servicer and
Subservicers;
Enforcement
of
Subservicers' and Sellers' Obligations.
(a)
The Master Servicer may continue in effect
Subservicing
Agreements
entered into by Residential
Funding
and
Subservicers
prior
to the
execution
and
delivery
of this
Agreement,
and may
enter
into
new
Subservicing
Agreements with
Subservicers,
for the servicing and
administration
of all or some of the Mortgage
Loans.
Each
Subservicer
shall be either (i) an institution the accounts of which are
insured by the FDIC or (ii)
another entity that engages in the business of originating or
servicing
mortgage
loans,
and in either case shall
be
authorized
to
transact
business in the state or states in which the related
Mortgaged
Properties
it is to
service are situated,
if and to the extent
required by applicable
law to enable the
Subservicer
to perform its
obligations hereunder and under the Subservicing
Agreement,
and in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage
servicer.
In addition,
any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved
servicer,
and any
Subservicer
of a
Mortgage
Loan
guaranteed
by the VA
must
be a
VA-approved
servicer.
Each
Subservicer
of a Mortgage
Loan shall be
entitled
to receive
and
retain,
as
provided in the
related
Subservicing
Agreement
and in Section
3.07,
the
related
Subservicing
Fee from
payments of interest
received
on such
Mortgage
Loan after
payment of all amounts
required to be remitted to the Master
Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced
Mortgage Loan, the Master
Servicer
shall be
entitled
to receive
and retain an amount
equal to the
Subservicing
Fee from
payments
of
interest.
Unless the context otherwise
requires,
references in this Agreement to actions taken or to be taken by the
Master
Servicer in servicing
the Mortgage
Loans include
actions taken or to be taken by a Subservicer
on behalf of the
Master
Servicer.
Each
Subservicing
Agreement will be upon such terms and
conditions as are generally
required
by,
permitted by or consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the
Master Servicer and the
Subservicer
have agreed;
provided that, the
Subservicing
Agreement
between the Master
Servicer and Wells Fargo,
if any, will be upon such terms and
conditions as are
consistent
with this
Agreement
and as the Master
Servicer and the
Subservicer
have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master
Servicer,
a Subservicer
may delegate its servicing
obligations
to
third-party
servicers,
but such
Subservicer
will remain
obligated
under the
related
Subservicing
Agreement.
The Master
Servicer and a Subservicer may enter into amendments
thereto or a different form of
Subservicing
Agreement,
and
the form referred to or included in the Program Guide is merely
provided for
information
and shall not be deemed
to limit in any respect
the
discretion
of the Master
Servicer
to modify or enter into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments
or different
forms shall be
consistent
with and not
violate the
provisions
of either this
Agreement
or the Program
Guide in a manner
which would
materially
and
adversely affect the interests of the
Certificateholders.
The Program Guide and any other Subservicing
Agreement
entered into between the Master
Servicer and any
Subservicer
shall require the
Subservicer
to
accurately
and
fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual
Relationship
Between
Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing
Agreements by Trustee.
(See Section 3.06 of
the Standard Terms)
Section 3.07
Collection
of Certain
Mortgage Loan
Payments;
Deposits to Custodial
Account.
(See
Section 3.07 of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09
Access to Certain
Documentation
and Information
Regarding the Mortgage
Loans.
(See
Section 3.09 of the Standard Terms)
Section 3.10
Permitted
Withdrawals
from the Custodial
Account.
(See Section 3.10 of the Standard
Terms)
Section 3.11
Maintenance of the Primary Insurance
Policies;
Collections
Thereunder.
(See Section
3.11 of the Standard Terms)
Section 3.12
Maintenance
of Fire Insurance and Omissions and Fidelity
Coverage.
(See Section 3.12
of the Standard Terms)
Section 3.13
Enforcement of Due on Sale Clauses;
Assumption and
Modification
Agreements;
Certain
Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15
Trustee to
Cooperate;
Release of Custodial
Files.
(See Section 3.15 of the Standard
Terms)
Section 3.16
Servicing
and Other
Compensation;
Compensating
Interest.
(See
Section 3.16 of the
Standard Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual
Independent
Public
Accountants'
Servicing
Report.
(See Section 3.19 of the
Standard Terms)
Section 3.20
Rights of the
Company
in Respect of the Master
Servicer.
(See
Section
3.20 of the
Standard Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer
on behalf of the Trustee or (y) the
Paying
Agent
appointed
by the
Trustee,
shall
distribute,
(I) to the
Master
Servicer
or a
Subservicer,
in the case of a
distribution
pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the
Master Servicer
or a Subservicer pursuant to Section
4.02(a)(iii) below, and (II) to each
Certificateholder of record on the next
preceding
Record Date (other than as provided in Section 9.01
respecting the final
distribution),
either (1) in
immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank or
other
entity
having
appropriate
facilities
therefor,
if such
Certificateholder
has so
notified
the Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder
has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such
Certificateholder
at the address of such
Holder appearing in the Certificate
Register,
such
Certificateholder's
share (which share shall be based on the
aggregate of the Percentage
Interests
represented by Certificates of the applicable Class held by such
Holder) of
the following
amounts,
in the following order of priority
(subject to the provisions of Sections 4.02(b) and (d)
below), in each case to the extent of the related Available
Distribution Amount:
(i)
(W)
from the Available
Distribution
Amount
related to the Group I
Loans,
to the Group I
Certificates,
the Accrued
Certificate
Interest on such Classes of
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),
on a pro rata basis
based on such
amounts
due on each such
Class on such
Distribution
Date (the
"Group I Senior
Interest
Distribution
Amount");
(X)
from the Available
Distribution
Amount related to the Group II
Loans, to the
Group II
Certificates,
the
Accrued
Certificate
Interest
on such
Classes
of
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),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the
"Group II Senior
Interest
Distribution Amount"); and
(Y)
from the Available
Distribution
Amount related to the Group III Loans, to the
Group III
Certificates,
the
Accrued
Certificate
Interest
on such
Classes of
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),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the "Group III Senior
Interest
Distribution Amount");
(Z)
from the Available
Distribution
Amount related to the Group IV
Loans, to the
Group IV
Certificates,
the
Accrued
Certificate
Interest
on such
Classes
of
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),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the
"Group IV Senior
Interest
Distribution Amount");
(ii)
to the Senior
Certificates,
from the Available
Distribution
Amount for the related Loan Group,
in the
priorities and amounts set forth in Section
4.02(b)
through
Section
4.02(f),
the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
(A)
the related 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 in the
related
Loan Group,
whether or not
received on or prior to the
related Determination Date;
(2)
the Stated
Principal
Balance of any
Mortgage
Loan in the
related
Loan Group
repurchased
during the
preceding
calendar
month (or deemed to have been so
repurchased
in
accordance
with
Section
3.07(b) of the Standard
Terms)
pursuant to Sections 2.02, 2.04 or 4.07 of the
Standard
Terms and Section 2.03 of the Standard Terms and this Series
Supplement,
and
the Stated
Principal
Balance of the Mortgage Loans in the related Loan Group purchased
pursuant
to
Section
9.01
of
the
Standard
Terms
and
this
Series
Supplement
in
connection with such Distribution
Date, if applicable,
and the amount of any shortfall
deposited in the Custodial
Account in
connection
with the
substitution
of a Deleted
Mortgage
Loan in such Loan Group
pursuant
to Section
2.04 of the
Standard
Terms or
Section
2.03 of the Standard
Terms and this Series
Supplement,
during the
preceding
calendar month; and
(3)
the principal portion of all other
unscheduled
collections with respect to the related Loan Group (other
than Principal
Prepayments in Full and
Curtailments and amounts received in connection
with a Cash
Liquidation
or REO
Disposition
of a
Mortgage
Loan in such
Loan
Group
described
in
Section
4.02(a)(ii)(B)
of this
Series
Supplement,
including
without
limitation
any related
Insurance
Proceeds,
Liquidation
Proceeds
and REO
Proceeds)
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; plus
(B)
with
respect
to each
Mortgage
Loan in the
related
Loan Group 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),
an amount equal to the
lesser
of (a) the
related
Senior
Percentage
for such
Distribution
Date
times
the
Stated
Principal
Balance of such
Mortgage
Loan and (b) the related
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; plus
(C)
the related Senior Accelerated
Distribution
Percentage for such Distribution Date times the aggregate of
all
Principal
Prepayments
in Full with
respect
to the
related
Loan Group
received
in the
related
Prepayment
Period and
Curtailments
with respect to the related Loan Group received in
the preceding calendar month; plus
(D)
any
amounts
described
in
subsection
(ii),
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 (D) to the extent
that such
amounts
are not
attributable to Realized Losses which have been allocated to the
Subordinate Certificates; plus
(E)
to the
Holders
of the
Group I
Certificates,
Group II
Certificates
or
Group
III
Certificates,
as
applicable, amounts required to be distributed pursuant to Section
4.02(c) and (d); minus
(F)
the related
Capitalization
Reimbursement
Amount for such Distribution
Date,
multiplied by a fraction,
the
numerator of which is the related
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 related Classes of Senior
Certificates and the related Subordinate
Component
without giving effect to any reductions for the related
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 Subservicer,
by remitting for deposit to the Custodial
Account,
to the extent
of and in
reimbursement
for any Advances or
Subservicer
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;
(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 the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
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 the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
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 the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
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 the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
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 the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
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 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;
(xv)
to the Holders of the Class B-3 Certificates,
an amount equal to the Subordinate
Principal
Distribution
Amount derived from each Loan Group for such Class of Certificates
for such
Distribution
Date,
applied
in reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi)
to the Senior
Certificates,
in the priority set forth in Section 4.02(b) of this Series
Supplement,
the
portion,
if any, of the
Available
Distribution
Amount for the related Loan Group
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
for each Loan
Group
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-III Certificates,
the balance, if any, of the Available
Distribution Amount for each Loan
Group.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer outstanding,
the Senior
Certificates,
Accrued Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date will be
distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from an interest rate
reduction
in
connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable to interest
shortfalls
relating to the failure of the Master Servicer to make any required
Advance,
or the
determination
by the Master
Servicer
that any proposed
Advance would be a
Nonrecoverable
Advance with
respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash
Liquidation
or REO
Disposition
or the related
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions
of principal on the Senior
Certificates on each
Distribution
Date occurring prior to the
Credit Support Depletion Date will be made as follows:
(i)
the Group I Senior Principal Distribution Amount shall be
distributed sequentially, as follows:
(A)
first,
to the
Class
R-I,
Class
R-II and
Class
R-III
Certificates,
on a pro rata
basis
until the
Certificate Principal Balances thereof have been reduced to zero;
and
(B)
second,
any remaining
amount to the Class I-A
Certificates
until the
Certificate
Principal
Balances
thereof have been reduced to zero;
(ii)
the Group II Senior Principal
Distribution Amount shall be distributed to the Class II-A-1
Certificates,
Class
II-A-2
Certificates
and
Class
II-A-3
Certificates,
sequentially,
in that
order,
until
the
Certificate Principal Balances thereof have been reduced to zero;
and
(iii)
the Group III Senior Principal
Distribution
Amount shall be distributed to the Class III-A Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero;
(iv)
the Group IV Senior
Principal
Distribution
Amount shall be distributed to the Class IV-A
Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero.
(c)
Prior to the
occurrence of the Credit Support
Depletion Date but after the reduction of the
Certificate
Principal
Balances of any of the Group I, Group II,
Group III or Group IV
Certificates
to zero,
the
remaining
Group I, Group II, Group III or Group IV Certificates,
as applicable,
will be entitled to receive,
on a pro rata
basis,
based on the
Certificate
Principal
Balances of the related
Certificates,
in addition to any
Principal
Prepayments in Full and Curtailments
related to such
Certificates'
respective Loan Group,
100% of the Principal
Prepayments
in Full and
Curtailments
on the Mortgage
Loans in the Loan Group related to the
Certificates
that
have been
reduced
to zero,
and in
accordance
with the
priorities
set forth in clause
4.02(b) above,
and in
reduction of the Certificate
Principal Balances thereof,
on any Distribution Date unless (i) the weighted average
of the initial
Subordinate
Percentages
for all four Loan Groups,
weighted on the basis of the Stated
Principal
Balances
of the
Mortgage
Loans in the
related
Loan Group,
is at least two times the
weighted
average of the
initial
Subordinate
Percentages
for all four Loan Groups
(calculated
on such basis) and
(ii) the
outstanding
principal
balance of the Mortgage Loans in all four Loan Groups
delinquent 60 days or more averaged over the last
six
months,
as a
percentage
of
the
aggregate
outstanding
Certificate
Principal
Balance
of
the
Class
M
Certificates and Class B Certificates, is less than 50%.
(d)
For any
Undercollateralized
Certificate
Group on any
Distribution
Date
prior to the
Credit
Support
Depletion
Date
(i)
100%
of the
mortgagor
prepayments
allocable
to the
Class M
Certificates
and
Class
B
Certificates
on the Mortgage
Loans in non-related
Loan Groups will be
distributed
to such
Undercollateralized
Certificate
Group in accordance with the priorities set forth in Section
4.02(b) for the related Senior
Principal
Distribution
Amount,
in reduction of the Certificate
Principal Balance of such
Undercollateralized
Certificate
Group,
until such Certificate
Principal
Balance equals the aggregate
Stated
Principal
Balance of the Mortgage
Loans in the related
Loan Group and (ii) an amount
equal to one month's
interest
at the
Pass-Through
Rate for
such Class or Classes of the Undercollateralized
Certificate Group on the related
Undercollateralized Amount will
be distributed
from that portion of the Available
Distribution
Amount for any non-related Loan Groups that would
be otherwise allocable to the Class M Certificates and Class B
Certificates,
in the following
priority:
first to
pay any unpaid
interest on such
Undercollateralized
Certificate
Group and then to pay principal
thereon in the
priorities set forth in Section 4.02(b).
If there exists more than one
Undercollateralized
Certificate
Group on
a
Distribution
Date,
amounts
distributable
to such
Undercollateralized
Certificate
Groups
pursuant
to the
preceding
sentence will be allocated between such
Undercollateralized
Certificate
Groups,
pro rata, based upon
their respective Undercollateralized Amounts.
(e)
After reduction of the Certificate
Principal
Balances of the Senior
Certificates in a Certificate Group
to zero but prior to the Credit
Support
Depletion
Date,
such Class or
Classes of Senior
Certificates
will be
entitled to no further
distributions of principal
thereon and the related Available
Distribution
Amount will be
paid (subject to Section
4.02(c)
above) solely to the holders of the
Subordinate
Certificates,
in each case as
described herein.
(f)
On
or
after
the
occurrence
of
the
Credit
Support
Depletion
Date,
all
priorities
relating
to
distributions
as
described
in clause (b) above in
respect
of
principal
among the
various
classes of Senior
Certificates will be disregarded,
and (i) the applicable Senior Principal
Distribution Amount will be distributed
to the remaining
Classes of related Senior
Certificates pro rata in accordance with their respective
outstanding
Certificate
Principal
Balances,
and (ii) the amounts set forth in Section
4.02(a)(i) will be distributed as set
forth therein.
(g)
In
addition
to the
foregoing
distributions,
with
respect to any
Subsequent
Recoveries,
the Master
Servicer shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii).
If, after taking
into account such Subsequent
Recoveries,
the amount of a Realized Loss is reduced,
the amount of such Subsequent
Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Subordinate
Certificates
with the
Highest
Priority
to which
Realized
Losses,
have been
allocated,
but not by more than the amount of
Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. The amount of any
remaining
Subsequent
Recoveries
will be applied to increase the
Certificate
Principal
Balance of the Class of
Certificates with the next Lower Priority,
up to the amount of such Realized Losses
previously
allocated to that
Class of
Certificates
pursuant to Section 4.05. Any remaining
Subsequent
Recoveries
will in turn be applied to
increase the
Certificate
Principal
Balance of the Class of
Certificates
with the next Lower Priority up to the
amount of such Realized Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05, and
so on.
Holders of such
Certificates
will not be
entitled
to any
payment
in
respect
of Accrued
Certificate
Interest on the amount of such increases for any Interest Accrual
Period
preceding the Distribution
Date on which
such
increase
occurs.
Any
such
increases
shall
be
applied
to the
Certificate
Principal
Balance
of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(h)
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.
(i)
Except
as
otherwise
provided
in
Section
9.01,
if the
Master
Servicer
anticipates
that
a
final
distribution
with respect to any Class of
Certificates
will be made on a future
Distribution
Date,
the Master
Servicer shall, no later than 40 days prior to such final
distribution,
notify the Trustee and the Trustee shall,
not earlier than the 15th day and not later than the 25th day of
the month next
preceding
the month of such final
distribution,
distribute or cause to be distributed
to each Holder of such Class of
Certificates a notice to the
effect that: (i) the Trustee
anticipates
that the final
distribution
with respect to such Class of Certificates
will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such
Certificates
from and after the end of the prior
calendar
month.
In the event that
Certificateholders
required to surrender
their
Certificates
pursuant to Section 9.01(c) do not surrender their
Certificates for final
cancellation,
the
Trustee shall cause funds
distributable
with respect to such
Certificates
to be withdrawn from the
Certificate
Account
and
credited to a separate
escrow
account
for the
benefit of such
Certificateholders
as provided in
Section 9.01(d).
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(See
Section 4.03 of the Standard Terms and Exhibit Five hereto)
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer.
(See
Section 4.04 of the Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes a reduction of the interest rate on a Mortgage
Loan,
the amount of the
reduction
in the
interest
portion of the Monthly
Payment due during the related Due Period.
The amount of each
Realized
Loss
shall be
evidenced
by an
Officers'
Certificate.
All
Realized
Losses
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,
the entire
amount of Realized
Losses will be
allocated
(A) on a pro rata basis to the
Group I Senior
Certificates,
in the case of
Realized
Losses
on Group I Loans,
(B) on a pro rata
basis to the
Group II Senior
Certificates,
in the case of
Realized
Losses on Group II Loans;
provided,
however,
that such
Realized
Losses
otherwise
allocable
to the Class
II-A-2
Certificates
will be
allocated
to the Class II-A-3
Certificates
until the Certificate
Principal
Balance of the Class II-A-3
Certificates has been reduced to zero,
(C) to the Group III Senior
Certificates,
in the case of Realized
Losses on Group III Loans and (D) to the Group
IV Senior Certificates, in the case of the Realized Losses on Group
IV Loans.
On any
Distribution
Date,
Realized Losses will be allocated as set forth herein after
distributions of
principal on the Certificates as set forth herein.
As used
herein,
an
allocation
of a Realized
Loss on a "pro rata
basis"
among two or more
specified
Classes of Certificates
means an allocation on a pro rata basis,
among the various Classes so specified,
to each
such Class of Certificates on the basis of their then outstanding
Certificate
Principal
Balances prior to giving
effect to distributions
to be made on such
Distribution
Date in the case of the principal
portion of a Realized
Loss or based on the Accrued
Certificate
Interest
thereon payable on such
Distribution
Date (without regard to
any
Compensating
Interest
for such
Distribution
Date) in the case of an interest
portion of a Realized
Loss.
Except as provided in the following
sentence,
any
allocation of the
principal
portion of Realized
Losses 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 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).
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.
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).
ARTICLE V
THE CERTIFICATES
Section 5.01
The Certificates.
(See Article V of the Standard Terms)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01
Respective Liabilities of the Company and Master Servicer.
(See Section 6.01 of the Standard
Terms.)
Section 6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer.
(a)
(See Section 6.02(a) of the Standard Terms).
(b)
(See Section 6.02(b) of the Standard Terms).
(c)
(See Section 6.02(c) of the Standard Terms).
(d)
The
conversion of
Residential
Funding
Mortgage
Securities I, Inc.'s
organizational
structure from a
Delaware
corporation
to a limited
liability
company shall not require the consent of any party or notice to any
party and shall not in any way affect the rights or
obligations
of
Residential
Funding
Mortgage
Securities I,
Inc. hereunder.
(e)
The Master
Servicer
shall
notify
the
Rating
Agencies
and the
Trustee
in
writing
of any
merger,
conversion or consolidation of the Master Servicer with or into any
Person.
Section 6.03
Limitation on Liability of the Company, Master Servicer and Others.
(See Section 6.03 of the
Standard Terms.)
Section 6.04
Company and Master Servicer Not to Resign.
(See Section 6.04 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 REMIC(s).
The REMIC
Administrator
will make an election to treat the
segregated
pool of assets
described in the
definition
of REMIC I (as defined
herein),
and
subject to this
Agreement
(including
the
Mortgage
Loans but
excluding the Initial
Monthly
Payment
Fund),
as a REMIC (REMIC I) for federal
income tax
purposes.
The REMIC
Administrator will make an election to treat the segregated pool of
assets consisting of the
Uncertificated
REMIC
I Regular
Interests,
and subject to this Agreement
(excluding
the Initial
Monthly
Payment
Fund),
as a REMIC
(REMIC II) for
federal
income tax
purposes
and will make an
election
to treat the
segregated
pool of assets
consisting of the Uncertificated
REMIC II Regular Interests,
and subject to this Agreement (excluding the Initial
Monthly Payment Fund), as a REMIC (REMIC III) 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 in the Standard
Terms).
The
Uncertificated
REMIC II Regular
Interests
will be "regular
interests" in
REMIC II and the Class R-II
Certificates
will be the sole class of "residual
interests" in REMIC II for purposes
of the REMIC Provisions (as defined in the Standard Terms).
The Class I-A, Class II-A-1,
Class II-A-2,
Class II-A-3,
Class II-A-X,
Class III-A,
Class IV-A, Class
M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3
Certificates
will be "regular
interests" in REMIC
III, and the Class R-III
Certificates will be the sole class of "residual
interests"
therein for purposes of the
REMIC Provisions (as defined in the Standard Terms) under federal
income tax law.
Section 10.04
Distributions on the Uncertificated REMIC I Regular Interests.
(a)
On each
Distribution
Date the
Trustee
shall be deemed to
distribute
to itself,
as the holder of the
Uncertificated
REMIC I Regular
Interests and to the holder of the Class R-I Certificate,
Uncertificated
Accrued
Interest
on the
Uncertificated
REMIC I
Regular
Interests
and
Class
R-I
Certificate,
pro
rata,
for
such
Distribution
Date,
plus
any
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
any
previous
Distribution Date.
(b)
Distributions of principal from the Group I Loans shall be deemed
to be made to the
Uncertificated
REMIC
I Regular Interest R-II and Class R-I
Certificate,
pro rata, until the
Uncertificated
Principal
Balance of the
Uncertificated
REMIC I Regular
Interest R-II and the
principal
balance of the Class R-I
Certificate
have been
reduced to zero.
(c)
Distributions
of
principal
from
the
Loan
Groups
shall
then be
deemed
to be
made to the
related
Uncertificated
REMIC I Regular
Interests (other than
Uncertificated
REMIC I Regular Interest R-II) first, so as
to keep the Uncertificated
Principal Balance of each such related
Uncertificated
REMIC I Regular Interest ending
with the
designation
"B" equal to 0.01% of the aggregate
Stated
Principal
Balance of the Mortgage Loans in the
related
Loan Group;
second,
so as to keep the
principal
balance of each such
related
Uncertificated
REMIC I
Regular
Interest ending with the designation
"A" equal to 0.01% of the Group I Subordinate
Component,
the Group
II Subordinate Component,
the Group III Subordinate Component or the Group IV Subordinate
Component,
as the case
may be (except that if on any
Distribution
Date the Subordinate
Component for any Loan Group is greater than the
Subordinate
Component for such Loan Group on the preceding
Distribution Date, the least amount of principal shall
be
distributed
to
Uncertificated
REMIC I
Regular
Interests
I-A,
II-A,
III-A and IV-A such that the REMIC I
Subordinate
Balance
Ratio
is
maintained);
and
third,
any
remaining
principal
shall
be
distributed
to
Uncertificated
REMIC I Regular
Interest
ZZZ.
Realized
Losses on the Mortgage
Loans shall be applied after all
distributions
have been made on each Distribution Date first, so as to keep the
Uncertificated
Principal Balance
of each
Uncertificated
REMIC I Regular
Interest
ending with the designation "B" equal to 0.01% of the aggregate
Stated
Principal
Balance of the
Mortgage
Loans in the related
Loan Group;
second,
Realized
Losses
shall be
applied after all distributions
have been made on each
Distribution
Date, so as to keep the principal balance of
each
Uncertificated
REMIC I
Regular
Interest
ending
with the
designation
"A"
equal to 0.01% of the Group I
Subordinate
Component,
the Group II Subordinate
Component,
the Group III Subordinate
Component or the Group IV
Subordinate
Component,
as the case may be (except that if on any Distribution Date the
Subordinate
Component for
any
Group
of
Loans is
greater
than
the
Subordinate
Component
for
such
Group
of
Loans on the
preceding
Distribution
Date,
the least
amount of
Realized
Losses
shall be
applied
to
Uncertificated
REMIC I Regular
Interests
I-A, II-A,
III-A and IV-A such that the REMIC I Subordinate
Balance Ratio is
maintained);
and third,
the remaining Realized Losses shall be allocated to Uncertificated
REMIC I Regular Interest ZZZ.
(d)
On each
Distribution
Date the
Trustee
shall be deemed to
distribute
to itself,
as the holder of the
Uncertificated REMIC II Regular Interests and to the holder of the
Class R-II Certificate,
Uncertificated
Accrued
Interest
on the
Uncertificated
REMIC II
Regular
Interests
and Class
R-II
Certificate,
pro
rata,
for such
Distribution
Date,
plus
any
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
any
previous
Distribution Date.
(e)
Distributions
of
principal
in an
amount
equal
to the sum of the
amounts
in
respect
of
principal
distributable
on and
allocated
to each Class of
Certificates
under
Section
4.02 shall be deemed
made by the
Trustee
to
itself,
as the
holder of the
Uncertificated
REMIC II Regular
Interests,
in
accordance
with the
priority set forth in subsection (f) below.
(f)
The amount described in subsection (e) above shall be deemed
distributed
with respect to
Uncertificated
REMIC II Regular
Interests
in
accordance
with the
priority
assigned to each
Related
Class of
Certificates,
respectively,
under Section 4.02 until the
Uncertificated
Principal
Balance of each such interest is reduced to
zero and to the Class R-II
Certificates
in
accordance
with the
priority
assigned to such
Certificates
under
Section 4.02.
(g)
In
determining
from
time to time the
amounts
distributable
on the
Uncertificated
REMIC II
Regular
Interests,
Realized Losses allocated to the Certificates
shall be deemed allocated to the related
Uncertificated
REMIC II Regular
Interests in accordance with the priority
assigned to the related Class of
Certificates
(other
than the Class R Certificates), respectively, under Section 4.05.
(h)
Notwithstanding
the
deemed
distributions
on the
Uncertificated
REMIC
I
Regular
Interests
and the
Uncertificated
REMIC II Regular Interests,
as the case may be, described in this Section 10.04,
distributions of
funds from the Certificate Account shall be made only in accordance
with Section 4.02.
Section 10.05
Compliance with Withholding Requirements.
Notwithstanding
any other
provision of this
Agreement,
the Trustee or any Paying Agent, as applicable,
shall
comply with all federal
withholding
requirements
respecting
payments
to
Certificateholders,
including
interest
or
original
issue
discount
payments or advances
thereof
that the
Trustee or any Paying
Agent,
as
applicable,
reasonably
believes are
applicable
under the Code. The consent of
Certificateholders
shall not be
required for such
withholding.
In the event the Trustee or any Paying
Agent,
as
applicable,
does withhold any
amount from interest or original issue discount payments or
advances thereof to any
Certificateholder
pursuant to
federal
withholding
requirements,
the Trustee or any Paying
Agent,
as
applicable,
shall
indicate the amount
withheld to such Certificateholder pursuant to the terms of such
requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section 11.02
Recordation of Agreement.; Counterparts.
(See Section 11.02 of the Standard Terms)
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the Standard Terms)
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms)
Section 11.05
Notices.
All
demands
and
notices
hereunder
shall be in writing
and shall be deemed to have been duly given if
personally
delivered at or mailed by registered
mail,
postage
prepaid
(except for notices to the Trustee which
shall be deemed to have been duly given only when received),
to the appropriate
address for each recipient listed
in the table below or, in each case,
such other
address as may
hereafter
be
furnished in writing to the Master
Servicer, the Trustee and the Company, as applicable:
Recipient
Address
Company
8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention:
President
Master Servicer
2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention:
Managing Director/Master Servicing
Trustee
Corporate Trust Office
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attn:
Structured Finance/RFMSI 2007-SA1
Standard & Poor's
55 Water Street
New York, New York 10041
Moody's
99 Church Street
New York, New York 10007
Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate
Register.
Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms).
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms)
Section 11.09
Allocation of Voting Rights.
98.0% of all Voting
Rights
shall be
allocated
among
Holders of
Certificates,
other than the Class R
Certificates and the Class II-A-X
Certificates,
in proportion to the outstanding
Certificate
Principal Balances
of their
respective
Certificates,
1.0% of all Voting
Rights
will be
allocated
among the Holders of the Class
II-A-X
Certificates
and 0.33%,
0.33% and 0.34% of all Voting
Rights will be allocated
among the Holders of the
Class R-I, Class R-II and Class R-III Certificates,
respectively,
in accordance with their respective
Percentage
Interests.
Section 11.10
No Petition.
(See Section 11.10 of the Standard Terms).
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE XII OF THE STANDARD TERMS)
IN WITNESS
WHEREOF,
the
Company,
the Master
Servicer
and the Trustee
have caused
their names to be
signed hereto by their respective
officers
thereunto duly authorized and their respective
seals,
duly attested,
to be hereunto affixed, all as of the day and year first above
written.
[Seal]
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest:/s/ Heather Anderson
By:
/s/ Jeffrey Blaschko
Name: Heather Anderson
Name: Jeffrey Blaschko
Title:
Vice President
Title:
Vice President
[Seal]
RESIDENTIAL FUNDING COMPANY, LLC
Attest:/s/ Tim Jacobson
By:
/s/ Heather Anderson
Name: Tim Jacobson
Name: Heather Anderson
Title:
Associate
Title:Associate
[Seal]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Attest:/s/ Tamara Schultz-Fugh
By:
/s/ Michelle Moeller
Name: Tamara Schultz-Fugh
Name:
Michelle Moeller
Title:
Vice President
Title: Assistant Vice President
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 Jeffrey Blaschko,
known to me to be a Vice President of Residential
Funding Mortgage Securities I, Inc.,
one of the
corporations
that executed the within
instrument,
and also known to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official
seal the day and year
in this certificate
first above written.
Notary Public
/s/ Amy Sue Olson
[Notarial Seal]
ERROR! UNKNOWN DOCUMENT PROPERTY NAME.
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 an
Associate
of
Residential
Funding
Company,
LLC,
one of the
entities
that executed the within
instrument,
and also known to me to be the person who executed it on behalf of
said company, and acknowledged to me that such 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.
Notary Public
/s/ Amy Sue Olson
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF RAMSEY
)
On the 30th day of
January,
2007 before me, a notary
public in and for said State,
personally
appeared
Michelle
Moeller,
known to me to be an
Authorized
Officer
of U.S.
Bank
National
Association,
the
national
banking
association
that
executed
the
within
instrument,
and also known to me to be the person who
executed
it on behalf of said
banking
entity
and
acknowledged
to me that such
national
banking
association
executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official
seal the day and year
in this certificate first above written.
Notary Public
/s/ Trisha L. Willett
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP I
(On file with RFC)
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP II
(On file with RFC)
EXHIBIT THREE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP III
(On file with RFC)
EXHIBIT FOUR
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP IV
(On file with RFC)
EXHIBIT FIVE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT(5)
(i)
the applicable Record Date, Determination Date, Interest Accrual
Period and Distribution Date;
(ii)
the
aggregate
amount of payments
received
with respect to the
Mortgage
Loans,
including
prepayment
amounts;
(iii)
the Servicing Fee and Subservicing Fee payable to the Master
Servicer and the Subservicer;
(iv)
the
amount of any other
fees or
expenses
paid and the
identity
of the party
receiving
such fees or
expenses;
(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
weighted
average
remaining
term to
maturity of the
Mortgage
Loans and for each Loan Group after
giving effect to the amounts distributed on such Distribution Date;
(x)
the weighted
average
Mortgage Rates of the Mortgage Loans and for each Loan Group after
giving effect to
the amounts distributed on such Distribution Date;
(xi)
the number and Stated
Principal
Balance of the Mortgage Loans after giving effect to the
distribution of
principal on such
Distribution
Date and the number of Mortgage
Loans at the
beginning
and end of the preceding
Due Period in the aggregate and for each Loan Group;
(xii)
on the basis of the most recent
reports
furnished to it by
Subservicers,
in the aggregate and for each
Loan Group,
the number and Stated
Principal
Balances of Mortgage
Loans that are
Delinquent (A) 30-59 days, (B)
60-89
days and (C) 90 or more days and the
number and Stated
Principal
Balance
of
Mortgage
Loans that are in
foreclosure;
(xiii)
in the aggregate and for each Loan Group,
the aggregate
amount of Realized Losses for such
Distribution
Date;
(xiv)
the amount, terms and general purpose of any Advance by the Master
Servicer pursuant to Section 4.04;
(xv)
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;
(xvi)
any material breaches of Mortgage Loan representations or
warranties or covenants in the Agreement;
(xvii)
the related Subordinate Principal Distribution Amount;
(xviii)
in the
aggregate
and for each Loan Group,
the number,
Stated
Principal
Balance and actual
principal
balance of any REO Properties;
(xix)
the Notional Amount with respect to the Class II-A-X Certificates;
(xx)
the aggregate
Accrued
Certificate
Interest
remaining
unpaid,
if any, for each Class of Certificates,
after giving effect to the distribution made on such Distribution
Date;
(xxi)
the Pass-Through Rates on each Class of Certificates;
(xxii)
the occurrence of the Credit Support Depletion Date;
(xxiii)
the Senior Accelerated Distribution Percentage for each Loan Group
applicable to such Distribution Date;
(xxiv)
the
Group I
Senior
Percentage
and
Subordinate
Class
Percentage,
Group
II
Senior
Percentage
and
Subordinate
Class
Percentage,
Group III Senior
Percentage and Subordinate
Class Percentage and Group IV Senior
Percentage and Subordinate Class Percentage for such Distribution
Date; and
(xxv)
in the
aggregate
and for
each
Loan
Group,
the
aggregate
amount
of any
recoveries
on
previously
foreclosed loans.
In the case of information
furnished
pursuant to clauses (v) and (vi) above,
the amounts shall be expressed as a
dollar amount per Certificate with a $1,000 denomination.
EXHIBIT SIX
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 1, 2006
==============================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
==============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...................................................1
Section 1.01.
Definitions.............................................1
Section 1.02.
Use of Words and Phrases...............................33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF
