EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF FEBRUARY 1, 2007
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
Mortgage Pass-Through Certificates
Series 2007-S2
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01
Definitions.......................................................................4
Section 1.02
Use of Words and
Phrases.........................................................17
Section 1.03
Determination of
LIBOR...........................................................17
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................19
Section 2.01
Conveyance of Mortgage
Loans.....................................................19
Section 2.02
Acceptance by
Trustee............................................................19
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................19
Section 2.04
Representations and Warranties of Residential
Funding............................22
Section 2.05
Execution and Authentication of Class R-I
Certificates...........................22
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests;
Acceptance by the
Trustee........................................................22
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC
II.........................22
Section 2.08
Purposes and Powers of the
Trust.................................................23
Section 2.09
Agreement Regarding Ability to
Disclose..........................................23
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................24
Section 3.01
Master Servicer to Act as
Servicer...............................................24
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................24
Section 3.03
Successor
Subservicers...........................................................25
Section 3.04
Liability of the Master
Servicer.................................................25
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................25
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee..................25
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................25
Section 3.08
Subservicing Accounts; Servicing
Accounts........................................25
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................25
Section 3.10
Permitted Withdrawals from the Custodial
Account.................................25
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder............25
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................25
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................25
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................................25
Section 3.15
Trustee to Cooperate; Release of Custodial
Files.................................25
Section 3.16
Servicing and Other Compensation; Compensating
Interest..........................25
Section 3.17
Reports to the Trustee and the
Company...........................................25
Section 3.18
Annual Statement as to
Compliance................................................26
Section 3.19
Annual Independent Public Accountants' Servicing
Report..........................26
Section 3.20
Rights of the Company in Respect of the Master
Servicer..........................26
Section 3.21
Administration of Buydown
Funds..................................................26
Section 3.22
Advance
Facility.................................................................26
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................27
Section 4.01
Certificate
Account..............................................................27
Section 4.02
Distributions....................................................................27
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....................38
Section 4.07
Optional Purchase of Defaulted Mortgage
Loans....................................38
Section 4.08
Surety
Bond......................................................................38
Section 4.09
The Yield Maintenance
Agreement..................................................38
Section 4.10
Reserve
Fund.....................................................................38
ARTICLE V
THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS)....................................40
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD
TERMS)................41
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)...........................................42
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)...........................43
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES......................................44
Section 9.01
Optional Purchase by the Master Servicer of All Certificates;
Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans........44
Section 9.02
Additional Termination
Requirements..............................................44
Section 9.03
Termination of Multiple
REMICs...................................................44
ARTICLE X
REMIC
PROVISIONS..........................................................................45
Section 10.01
REMIC
Administration.............................................................45
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification.................45
Section 10.03
Designation of
REMIC(s)..........................................................45
Section 10.04
Distributions on the Uncertificated REMIC I Regular Interests
Z..................45
Section 10.05
Compliance with Withholding
Requirements.........................................47
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................48
Section 11.01
Amendment........................................................................48
Section 11.02
Recordation of Agreement,
Counterparts...........................................48
Section 11.03
Limitation on Rights of
Certificateholders.......................................48
Section 11.04
Governing
Laws...................................................................48
Section 11.05
Notices..........................................................................48
Section 11.06
Required Notices to Rating Agency and
Subservicer................................49
Section 11.07
Severability of
Provisions.......................................................49
Section 11.08
Supplemental Provisions for
Resecuritization.....................................49
Section 11.09
Allocation of Voting
Rights......................................................49
Section 11.10
No
Petition......................................................................49
ARTICLE XII
COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF THE STANDARD
TERMS).....................50
EXHIBITS
Exhibit One:
Mortgage Loan Schedule (Available from the Company upon request.)
Exhibit Two:
Schedule of Discount Fractions (Available from the Company upon
request.)
Exhibit Three:
Information to be Included in Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing Agreement dated as of
November 1, 2006
Exhibit Five:
Aggregate Planned Principal Balance
This is a Series
Supplement,
dated as of February 1, 2007 (the
"Series
Supplement"),
to the
Standard
Terms of Pooling and
Servicing
Agreement,
dated as of November 1, 2006 and
attached as Exhibit Four hereto (the
"Standard Terms" and, together with this Series Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors and
assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors and assigns, the "Master Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively,
the "Certificates"),
to be
issued
hereunder
in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the Trust
Fund.
As
provided
herein,
the REMIC
Administrator
will make an
election to treat the
entire
segregated
pool of assets
described
in the
definition
of Trust
Fund,
and
subject to this
Agreement
(including the Mortgage Loans but excluding the Initial Monthly
Payment Fund, the Yield
Maintenance
Agreement and
any payments
thereunder
and the Reserve Fund),
as a real estate
mortgage
investment
conduit (the "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 Class A-1 Certificates,
Class A-2
Certificates,
Class A-3
Certificates,
Class A-4 Certificates,
Class A-5
Certificates,
Class A-6 Certificates,
Class A-7
Certificates,
Class A-8
Certificates,
Class A-9 Certificates,
Class A-10 Certificates,
Class A-11 Certificates,
Class A-12
Certificates,
Class A-13 Certificates,
Class A-14
Certificates,
Class A-P
Certificates,
Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class B-1 Certificates,
Class B-2
Certificates,
Class B-3 Certificates and the
Uncertificated
REMIC II Regular
Interests Z
will be
"regular
interests"
in REMIC II and the Class R-II
Certificates
will be the sole class of
"residual
interests"
therein for purposes of the REMIC Provisions.
The Class A-V Certificates will represent the
entire beneficial ownership interest in the Uncertificated REMIC II
Regular Interests Z.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
Any
cross-reference
to a section of the
Pooling
and
Servicing
Agreement,
to the extent the terms of the
Standard
Terms and Series
Supplement
conflict
with respect to that
section,
shall be a
cross-reference
to the related
section of the Series
Supplement.
All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the
Standard
Terms.
The Pooling
and
Servicing
Agreement
shall be dated as of the date of the Series
Supplement.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising
the interests in the Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE
MOODY'S/
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
POOR'S/FITCH
DENOMINATIONS(2)
Class A-1
6.00%
$35,058,000
Senior/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-2(3)
6.00%
$2,942,000
Senior/Retail/Fixed Rate
February 2037
NA/AAA/AAA
$1,000.00
Class A-3
6.00%
$50,000,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-4
6.00%
$65,000,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-5
6.00%
$38,348,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Variable
Super Senior/Floater/
Class A-6 (3)
Rate
$125,425,000
Companion/Fixed Rate
February 2037
Aaa/AAA/AAA
$100,000.00
Variable
Senior/Inverse Floater/
Class A-7
Rate
Notional
Interest Only/Fixed Rate
February 2037
NA/AAA/AAA
$1,000,000.00
Class A-8
6.00%
$10,973,000
Senior/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-9
6.00%
$44,688,000
Senior/Lockout/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-10
6.00%
$2,530,000
Senior Support/Lockout/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-11
5.75%
$45,517,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Variable
Class A-12
Rate
Notional
Senior/PAC/Interest Only/Fixed Rate
February 2037
NA/AAA/AAA
$1,000,000.00
Class A-13
6.00%
$27,978,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-14
6.00%
$2,530,000
Senior/PAC/Fixed Rate
February 2037
NA/AAA/AAA
$100,000.00
Class A-P
0.00%
$3,491,259
Senior/Principal Only
February 2037
NA/AAA/AAA
$100,000.00
Variable
Class A-V
Rate
Notional
Senior/Interest Only/Variable Rate
February 2037
NA/AAA/AAA
$2,000,000.00
Class R-I
6.00%
$100.00
Senior/Residual/Fixed Rate
February 2037
NA/AAA/AAA
(4)
Class R-II
6.00%
$100.00
Senior/Residual/Fixed Rate
February 2037
NA/AAA/AAA
(4)
Class M-1
6.00%
$9,444,500
Mezzanine/Fixed Rate
February 2037
NA/NA/AA
$100,000.00
Class M-2
6.00%
$3,069,200
Mezzanine/Fixed Rate
February 2037
NA/NA/A
$250,000.00
Class M-3
6.00%
$2,361,000
Mezzanine/Fixed Rate
February 2037
NA/NA/BBB
$250,000.00
Class B-1
6.00%
$944,400
Subordinate/Fixed Rate
February 2037
NA/NA/BB
$250,000.00
Class B-2
6.00%
$944,300
Subordinate/Fixed Rate
February 2037
NA/NA/B
$250,000.00
Class B-3
6.00%
$944,453
Subordinate/Fixed Rate
February 2037
NA/NA/NA
$250,000.00
_________________________
(1)
The Certificates,
other than the Class B and Class R Certificates shall be
Book-Entry
Certificates.
The
Class
B
Certificates
and
the
Class
R
Certificates shall be delivered to the holders thereof in physical
form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess
thereof,
except that one
Certificate
of any of the Class B-1,
Class B-2 and Class B-3
Certificates
that
contain an uneven
multiple of
$1,000
shall be issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth
above and such uneven
multiple
for such
Class or the sum of such denomination and an integral multiple of
$1,000.
(3)
----------------------------------------------------------------------------------------------
Initial
Pass-Through
Adjustable Rates:
Rate
Formula
Maximum
Minimum
Class A-6
5.92%
LIBOR + 0.60%
Subject to the Available
0.60%
Funds Cap
Class A-7
0.08%
5.40% - LIBOR
5.40%
0.00%
(4)
The Class R Certificates shall be issuable in minimum
denominations of not
less than a 20% Percentage Interest;
provided,
however,
that one Class R
Certificate will be issuable to Residential Funding as "tax matters
person"
pursuant to Section 10.01(c) and (e) in a minimum denomination
representing
a Percentage Interest of not less than 0.01%
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $472,188,313.
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.
Adjustable Rate Certificates:
Any one of the Class A-6 and Class A-7 Certificates.
Aggregate
Planned
Principal
Balance:
With respect to each
Distribution
Date,
the aggregate
planned
principal
balance set forth for that
Distribution Date for the Class A-3, Class A-4, Class A-5, Class
A-11, Class
A-13 and Class A-14 Certificates in Exhibit Five hereto.
Available
Funds Cap: With respect to any
Distribution
Date on or before the
Distribution
Date in June
2010 and the Class A-6 Certificates,
6.00% per annum plus amounts,
if any, paid pursuant to the Yield Maintenance
Agreement
(which shall not be part of any REMIC
hereunder),
expressed
as a per annum rate.
With respect to any
Distribution Dates after June 2010, 6.00% per annum.
Bankruptcy
Amount:
As of any date of determination
prior to the first
anniversary of the Cut-off Date,
an amount
equal to the
excess,
if any,
of (A)
$128,738
over (B) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off
Date,
an amount
equal to the excess, if any, of
(1)
the lesser of (a) the
Bankruptcy
Amount
calculated as of the close of business on the
Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding
with or
preceding such date of
determination
(or, if such date of determination is an anniversary of the Cut-off
Date,
the
Business
Day
immediately
preceding
such
date
of
determination)
(for
purposes
of this
definition, the "Relevant Anniversary") and (b) the greater of
(A)
the
greater of (i) 0.0006
times the
aggregate
principal
balance of all the
Mortgage
Loans in the
Mortgage
Pool as of the
Relevant
Anniversary
(other
than
Additional
Collateral
Loans,
if any) having a
Loan-to-Value
Ratio at
origination
which exceeds 75% and
(ii) $128,738; and
(B)
the
greater
of (i)
the
product
of
(x)
an
amount
equal
to the
largest
difference in the related
Monthly
Payment for any
Non-Primary
Residence Loan remaining in the
Mortgage
Pool
(other
than
Additional
Collateral
Loans,
if
any)
which
had
an
original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate thereof was
equal to the weighted
average
(based on the principal
balance of the Mortgage
Loans as of the
Relevant
Anniversary)
of the Net
Mortgage
Rates
of all
Mortgage
Loans
as of the
Relevant
Anniversary less 1.25% per annum,
(y) a number equal to the weighted
average
remaining term to
maturity,
in months,
of all
Non-Primary
Residence
Loans remaining in the Mortgage Pool as of
the
Relevant
Anniversary,
and (z) one plus
the
quotient
of the
number
of all
Non-Primary
Residence
Loans
remaining
in the
Mortgage
Pool
divided by the total
number of
Outstanding
Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary,
and (ii) $128,738,
over
(2)
the aggregate amount of Bankruptcy Losses allocated solely to one
or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which
banking
institutions
in the State of New York,
the State of
Michigan,
the State of
California,
the State of Illinois or the City of
St. Paul,
Minnesota (and such other state or states in which the Custodial
Account or the Certificate
Account are
at the time located) are required or authorized by law or executive
order to be closed.
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date, 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 the Capitalization
Reimbursement Amount shall at no time exceed five percent of the
aggregate
Cut-Off Date Principal
Balance of the Mortgage Loans,
unless such limit is increased from time to time
with the consent of the Rating Agencies.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard
Terms,
which shall be entitled
"U.S.
Bank National
Association,
as trustee,
in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates,
Series
2007-S2" and which must be an Eligible Account.
Class A
Certificate:
Any one of the Class A-1,
Class A-2,
Class A-3,
Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,
Class A-12,
Class A-13,
Class A-14, Class A-P or Class
A-V
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A.
Class A-P Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class R
Certificate:
Any one of the Class R-I or Class R-II
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and
evidencing
an interest
designated
as a "residual
interest" in the related
REMIC for purposes of the REMIC
Provisions.
Closing Date:
February 27, 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-S2.
Cut-off Date:
February 1, 2007.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to such
Distribution Date.
Discount Net Mortgage Rate:
6.00% per annum.
Due Period:
With respect to each
Distribution
Date and any Mortgage
Loan,
the calendar
month of such
Distribution Date.
Eligible
Funds:
On any
Distribution
Date, the portion,
if any, of the Available
Distribution
Amount
remaining
after
reduction by the sum of (i) the aggregate
amount of Accrued
Certificate
Interest on the Senior
Certificates,
(ii)
the
Senior
Principal
Distribution
Amount
(determined
without
regard
to
Section
4.02(a)(ii)(Y)(2)(D)
of this Series
Supplement),
(iii) the Class A-P Principal
Distribution
Amount (determined
without
regard to Section
4.02(b)(i)(E)
of this
Series
Supplement)
and (iv) the
aggregate
amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Floater Certificates:
The Class A-6 Certificates.
Fraud Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X)
prior to the
first
anniversary
of the
Cut-off
Date,
an
amount
equal to 3.00% of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of
determination,
(Y) prior to the second
anniversary
of the
Cut-off
Date,
an amount
equal to 2.00% of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05 of this Series
Supplement
since the Cut-off Date up to
such date of
determination
and (Z) from the third to the fifth
anniversary
of the Cut-off Date, an amount equal
to (1) the
lesser of (a) the Fraud Loss
Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b)
1.00%
of the
aggregate
outstanding
principal
balance
of
all of the
Mortgage
Loans
as of the
most
recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of Certificates in accordance with Section 4.05 of this
Series
Supplement
since the most recent
anniversary
of the
Cut-off
Date up to such date of
determination.
On and after
the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Initial Monthly Payment Fund: $47,513
representing
scheduled principal
amortization and interest at the
Net Mortgage Rate during the month of February
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 any Class A-V Certificates or Subclass thereof
issued pursuant
to
Section
5.01(c),
the
aggregate
Cut-off
Date
Principal
Balance
of the
Mortgage
Loans
relating
to the
Uncertificated REMIC I Regular Interests Z, and
correspondingly,
the Uncertificated REMIC II Regular Interests Z,
corresponding to such Class or Subclass on such date.
Initial Subordinate Class Percentage:
With respect to each Class of related Subordinate Certificates,
an
amount
which
is
equal
to the
initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided by the aggregate
Stated
Principal
Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1:
2.00%
Class B-1: 0.20%
Class M-2:
0.65%
Class B-2: 0.20%
Class M-3:
0.50%
Class B-3: 0.20%
Interest Accrual Period:
With respect to any Certificates
(other than the Adjustable Rate
Certificates)
and any
Distribution
Date, the calendar month preceding the month in which such
Distribution
Date occurs.
With
respect to the Adjustable Rate
Certificates
and any
Distribution
Date, the period
beginning on the 25th day of
the month
preceding
the month in which such
Distribution
Date occurs and ending on the 24th day of the month in
which such Distribution Date occurs.
Interest
Only
Certificates:
Any one of the
Class
A-V,
Class
A-7 and Class
A-12
Certificates.
The
Interest Only Certificates will have no Certificate Principal
Balance.
Inverse Floater Certificates:
The Class A-7 Certificates.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.03.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized by law
to be closed.
LIBOR
Rate
Adjustment
Date:
With
respect
to
each
Distribution
Date
and
the
Adjustable
Rate
Certificates,
the second
LIBOR
Business Day
immediately
preceding
the
commencement
of the related
Interest
Accrual Period on which banks are open for dealing in foreign
currency and exchange in London, England.
Lockout
Amount:
With
respect
to any
Distribution
Date,
an
amount
equal
to the
product
of (i) a
fraction,
expressed as a percentage,
the numerator of which is the aggregate Certificate Principal
Balance of the
Class A-9 and Class A-10
Certificates and the denominator of which is the aggregate
Stated
Principal
Balance of
the mortgage loans other than the Discount
Fraction of each Discount
Mortgage Loan,
(ii) the Lockout
Percentage
for that
distribution
date,
and (iii) the aggregate
collections
described in clauses (A), (B), (C) and (E), to
the extent clause (E) relates to clause (A), (B) or (C), of Section
4.02(a)(ii)(Y)(2)
without applying the Senior
Percentage and the Senior Accelerated Distribution Percentage.
Lockout
Percentage:
With respect to any Distribution
Date occurring prior to the
Distribution
Date in
March 2012,
0%. For any
Distribution
Date
occurring
after the first five years
following
the Closing Date, a
percentage
determined
as follows:
(i) for any
Distribution
Date during the sixth year after the Closing
Date,
30%;
(ii) for any
Distribution
Date
during
the
seventh
year
after
the
Closing
Date,
40%;
(iii) for any
Distribution
Date during the eighth year after the Closing Date,
60%; (iv) for any
Distribution
Date during the
ninth year after the Closing Date, 80%; and (v) for any
Distribution Date thereafter, 100%.
Maturity
Date:
With
respect to each Class of
Certificates,
the
Distribution
Date in February
2037,
which is the
Distribution
Date in the month
immediately
following
the latest
scheduled
maturity
date of any
Mortgage Loan.
Mortgage
Loan
Schedule:
The list or lists of the
Mortgage
Loans
attached
hereto as Exhibit
One (as
amended from time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
the Pool Strip Rate ("STRIP");
(g)
the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(k)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence; and
(l)
a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Non-Discount Mortgage Loan: The mortgage loans other than the
Discount Mortgage Loans.
Notional
Amount:
As of any
Distribution
Date,
with respect to the Class A-7
Certificates,
an amount
equal to the
Certificate
Principal
Balance
of the
Class
A-6
Certificates
immediately
prior
to such
date,
provided,
however,
for federal income tax purposes,
as of any
Distribution
Date, with respect to the Class A-7
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest U
immediately
prior to that date.
As of any
Distribution
Date,
with
respect to the Class A-12 Certificates,
an amount equal to the 1/24th of the Certificate
Principal Balance of the
Class A-11 Certificates
immediately prior to such date, provided,
however, for federal income tax purposes, as of
any Distribution Date, with respect to the Class A-12 Certificates,
the equivalent of the foregoing,
expressed as
the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interest V
immediately
prior to that
date.
As of any
Distribution
Date with respect to any Class A-V
Certificates,
an amount equal to the aggregate
Stated
Principal
Balance of the Mortgage Loans as of the day immediately
preceding such
Distribution
Date (or,
with respect to the initial
Distribution
Date, at the close of business on the Cut-off Date).
For federal income
tax purposes,
as of any
Distribution
Date, with respect to any Class A-V Certificates or Subclass
thereof issued
pursuant to Section
5.01(c),
the aggregate Stated
Principal
Balance of the Mortgage Loans
corresponding to the
Uncertificated REMIC I Regular Interests Z, and
correspondingly,
the Uncertificated REMIC II Regular Interests Z,
corresponding
to such Class or Subclass as of the day
immediately
preceding
such
Distribution
Date (or,
with
respect to the initial Distribution Date, at the close of business
on the Cut-off Date).
Pass-Through
Rate: With respect to the Class A Certificates
(other than the Class A-V Certificates,
the
Adjustable Rate Certificates and the Principal Only Certificates),
Class M Certificates,
Class B Certificates and
Class R Certificates and any Distribution Date, the per annum rates
set forth in the Preliminary Statement hereto.
o
With respect to the Class A-6 Certificates
and the initial Interest Accrual Period,
5.92% per annum, and
as to any
Interest
Accrual
Period
thereafter,
a per annum rate
equal to LIBOR
plus
0.60%,
subject to a maximum
rate equal to the related
Available
Funds Cap and a minimum rate of 0.60%
per annum.
o
With respect to the Class A-7
Certificates
and the initial
Interest
Accrual
Period,
0.08% per annum,
and as to any Interest Accrual Period
thereafter,
will be a per annum rate equal to 5.40% minus
LIBOR, with a maximum rate of 5.40% per annum and a minimum rate of
0.00% per annum.
With respect to the Class A-V Certificates
(other than any Subclass
thereof) and any
Distribution
Date
other than the initial Distribution Date, a rate equal to the
weighted average,
expressed as a percentage,
of the
Pool Strip Rates of all Mortgage
Loans as of the Due Date in the related Due Period,
weighted on the basis of the
respective Stated Principal
Balances of such Mortgage Loans as of the day immediately
preceding such Distribution
Date.
With respect to the Class A-V
Certificates
and the initial
Distribution
Date, the
Pass-Through
Rate is
equal to 0.1286% per annum.
With respect to any Subclass of Class A-V Certificates
and any
Distribution
Date, a
rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip Rates of all
Mortgage
Loans
corresponding to the
Uncertificated
Class A-V REMIC Regular Interests
represented by such Subclass as of the Due
Date in the
related
Due
Period,
weighted
on the basis of the
respective
Stated
Principal
Balances
of such
Mortgage
Loans
as of the day
immediately
preceding
such
Distribution
Date (or with
respect
to the
initial
Distribution
Date,
at the close of
business
on the Cut-Off
Date).
The
Principal
Only
Certificates
have no
Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
Pool Strip
Rate:
With
respect to each
Mortgage
Loan,
a per annum rate equal to the excess of (a) the
Net Mortgage
Rate of such
Mortgage
Loan over (b) the
Discount
Net Mortgage
Rate (but not less than 0.00%) per
annum.
Prepayment
Assumption:
A prepayment
assumption of 400% of the
prepayment
speed
assumption,
used for
determining
the accrual of original
issue
discount
and market
discount
and
premium on the
Certificates
for
federal income tax purposes.
The
prepayment
speed
assumption
assumes a constant rate of prepayment of Mortgage
Loans of 0.2% per annum of the then
outstanding
principal
balance of such
Mortgage
Loans in the first month of
the life of the Mortgage
Loans,
increasing by an
additional
0.2% per annum in each
succeeding
month until the
thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the Mortgage Loans.
Prepayment
Distribution
Percentage:
With respect to any Distribution Date and each Class of Subordinate
Certificates, under the applicable circumstances set forth below,
the respective percentages set forth below:
(i)
For any Distribution
Date prior to the
Distribution
Date in March 2012 (unless the Certificate
Principal Balances of the Senior
Certificates
(other than the Class A-P Certificates) have been
reduced to zero), 0%.
(ii)
For any
Distribution
Date for which clause (i) above does not apply,
and on which any Class of
Subordinate Certificates is outstanding with a Certificate
Principal Balance greater than zero:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each
other
Class of
Subordinate
Certificates
for
which the
Prepayment Distribution Triggers have not been satisfied, 0%; and
(iii)
Notwithstanding
the
foregoing,
if
the
application
of
the
foregoing
percentages
on
any
Distribution
Date as provided
in Section
4.02 of this Series
Supplement
(determined
without
regard to the proviso to the definition of
"Subordinate
Principal
Distribution
Amount") would
result in a
distribution
in
respect
of
principal
of any
Class or
Classes
of
Subordinate
Certificates in an amount greater than the remaining
Certificate
Principal Balance thereof (any
such class,
a "Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage
of each
Maturing Class shall be reduced to a level that, when applied as
described
above,
would exactly
reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment
Distribution
Percentage of each other Class of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class") shall be
recalculated
in accordance
with the provisions in paragraph (ii) above, as if
the
Certificate
Principal
Balance
of each
Maturing
Class
had been
reduced
to zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence,
expressed as an aggregate
percentage,
shall be allocated among
the
Non-Maturing
Classes
in
proportion
to their
respective
Recalculated
Percentages
(the
portion of such aggregate
reduction so allocated to any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes
of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of
each
Non-Maturing
Class
shall
be
equal
to the
sum of
(1)
the
Prepayment
Distribution
Percentage thereof,
calculated in accordance with the provisions in paragraph (ii)
above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Principal Only Certificates:
Any one of the Class A-P Certificates.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates
(other
than the
Adjustable Rate
Certificates for so long as the Adjustable Rate
Certificates
are in book-entry
form), the close
of business on the last Business Day of the month next preceding
the month in which the related
Distribution
Date
occurs.
With
respect
to each
Distribution
Date
and the
Adjustable
Rate
Certificates
(so
long as they are
Book-Entry Certificates), the close of business on the Business Day
prior to such Distribution Date.
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
REMIC I: The segregated
pool of assets with respect to which a REMIC
election is to be made,
consisting
of:
(i)
the
Mortgage
Loans
and the
related
Mortgage
Files
and
collateral
securing
such
Mortgage Loans,
(ii)
all payments
and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date and any payments
received
under
the Yield
Maintenance
Agreement) as shall be on deposit in the Custodial
Account or in the
Certificate
Account and identified as belonging to the Trust Fund,
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II:
The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I Regular
Interests
conveyed
in trust to the Trustee
for the
benefit of the
holders of each Class of
Certificates
(other than the
Class R-I Certificates) pursuant to Section 2.06, with respect to
which a separate REMIC election is to be made.
Reserve
Fund:
The
separate
account
created
and
maintained
on behalf of the Class A-6
Certificates
pursuant to Section 4.10,
which shall be entitled
"Reserve Fund, U.S. Bank National
Association,
as Trustee for
the benefit of holders of Residential
Funding Mortgage
Securities I, Inc.,
Mortgage
Pass-Through
Certificates,
Series 2007-S2"; provided, however, that the Reserve Fund shall not
be part of any REMIC created hereunder.
Senior
Certificate:
Any one of the
Class A
Certificates
or
Class R
Certificates,
executed
by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D, respectively.
Senior
Percentage:
As of any
Distribution
Date,
the
lesser of 100% and a
fraction,
expressed
as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Senior
Certificates
(other than the Class A-P
Certificates)
immediately
prior to such Distribution Date and the denominator of which
is the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or related REO
Properties)
(other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior Principal
Distribution
Amount: As to any Distribution
Date, the lesser of (a) the balance of the
Available
Distribution Amount remaining after the distribution of all amounts
required to be distributed
pursuant
to Section
4.02(a)(i)
and
Section
4.02(a)(ii)(X)
(excluding
any
amount
distributable
pursuant
to Section
4.02(b)(i)(E))
(or, on or after the Credit Support
Depletion
Date, the amount
required to be distributed to the
Class
A-P
Certificateholders
pursuant
to
Section
4.02(c))
and
(b)
the sum of the
amounts
required
to be
distributed to the Senior Certificateholders on such Distribution
Date pursuant to Section 4.02(a)(ii)(Y).
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $6,000,000
minus the sum of (i)
the aggregate
amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in
accordance
with Section 4.05 of this Series
Supplement and (ii) the Adjustment
Amount (as defined below) as most
recently
calculated.
For each
anniversary
of the Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated in accordance with the preceding
sentence
(without giving effect
to the
deduction of the
Adjustment
Amount for such
anniversary)
exceeds the greater of (A) the greatest of (i)
twice the outstanding
principal
balance of the Mortgage Loan in the Trust Fund which has the
largest
outstanding
principal
balance on the
Distribution
Date
immediately
preceding such
anniversary,
(ii) the product of 1.00%
multiplied
by the
outstanding
principal
balance of all
Mortgage
Loans on the
Distribution
Date
immediately
preceding such anniversary and (iii) the aggregate
outstanding
principal balance (as of the immediately preceding
Distribution
Date) of the
Mortgage
Loans in any
single
five-digit
California
zip code area with the
largest
amount of Mortgage
Loans by
aggregate
principal
balance as of such
anniversary
and (B) the greater of (i) the
product of 0.50% multiplied by the outstanding
principal
balance of all Mortgage Loans on the
Distribution
Date
immediately preceding such anniversary
multiplied by a fraction,
the numerator of which is equal to the aggregate
outstanding
principal
balance (as of the immediately
preceding
Distribution
Date) of all of the Mortgage Loans
secured by Mortgaged Properties located in the State of California
divided by the aggregate
outstanding
principal
balance
(as of the
immediately
preceding
Distribution
Date)
of all of
the
Mortgage
Loans,
expressed
as a
percentage,
and the
denominator
of
which is equal to 33.9%
(which
percentage
is equal to the
percentage
of
Mortgage
Loans
initially
secured
by
Mortgaged
Properties
located
in the State of
California)
and (ii) the
aggregate
outstanding
principal
balance
(as of the
immediately
preceding
Distribution
Date) of the
largest
Mortgage Loan secured by a Mortgaged Property located in the State
of California.
The Special
Hazard
Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner in which
coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Subordinate
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date and each Class of
Subordinate
Certificates,
(a) the sum of (i) the product of (x) the related Subordinate Class
Percentage for such
Class and (y) the aggregate of the amounts
calculated
for such
Distribution
Date under clauses (1), (2) and (3)
of Section
4.02(a)(ii)(Y)(2)(A)
of this Series Supplement (without giving effect to the Senior
Percentage) to the
extent not
payable
to the
Senior
Certificates;
(ii) such
Class's
pro rata
share,
based on the
Certificate
Principal
Balance of each
Class of
Subordinate
Certificates
then
outstanding,
of the
principal
collections
described
in Section
4.02(a)(ii)(Y)(2)(B)(b)
of this
Series
Supplement
(without
giving
effect to the Senior
Accelerated
Distribution
Percentage) to the extent such
collections are not otherwise
distributed to the Senior
Certificates;
(iii) the product of (x) the related
Prepayment
Distribution
Percentage
and (y) the aggregate of
all
Principal
Prepayments
in Full received in the related
Prepayment
Period and
Curtailments
received in the
preceding
calendar
month (other than the related
Discount
Fraction of such
Principal
Prepayments
in Full and
Curtailments with respect to a Discount Mortgage Loan) to the
extent not payable to the Senior
Certificates;
(iv)
if such
Class is the
Class of
Subordinate
Certificates
with
the
Highest
Priority,
any
Excess
Subordinate
Principal
Amount for such
Distribution
Date;
and (v) any amounts
described in clauses
(i),
(ii) and (iii) as
determined for any previous
Distribution
Date, that remain
undistributed to the extent that such amounts are not
attributable
to Realized
Losses which have been
allocated to a Class of Subordinate
Certificates
minus (b) the
sum of (i) with respect to the Class of Subordinate
Certificates with the Lowest Priority,
any Excess Subordinate
Principal
Amount
for
such
Distribution
Date;
and
(ii)
the
Capitalization
Reimbursement
Amount
for
such
Distribution
Date,
other
than the
related
Discount
Fraction
of any
portion of that
amount
related to each
Discount
Mortgage
Loan,
multiplied
by
a
fraction,
the
numerator
of
which
is
the
Subordinate
Principal
Distribution Amount for such Class of Subordinate
Certificates,
without giving effect to this clause (b)(ii), and
the denominator of which is the sum of the principal
distribution
amounts for all Classes of
Certificates
other
than the Class A-P
Certificates,
without
giving effect to any reductions
for the
Capitalization
Reimbursement
Amount.
Trust Fund:
The segregated pool of assets consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date
(other than Monthly
Payments due in the month of the Cut-off Date,
any payments
received under
the Yield
Maintenance
Agreement)
as shall be on
deposit
in the
Custodial
Account or in the
Certificate
Account and
identified as belonging to the Trust Fund but not including
amounts on
deposit in the Initial Monthly Payment Fund,
(iii)
property
that
secured
a
Mortgage
Loan
and that has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any,
(v)
the Initial Monthly Payment Fund,
(vi)
with respect to the Class A-6 Certificates, the Yield Maintenance
Agreement; and
(vii)
all proceeds of clauses (i) through (vi) above.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, (i) as to each
Uncertificated
REMIC I
Regular
Interest
other
than each
Uncertificated
REMIC I Regular
Interest
Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the Related Classes of Certificates
(excluding any Interest Only
Certificates) if the
Pass-Through
Rate on such
Classes were equal to the Uncertificated
Pass-Through Rate on such
Uncertificated
REMIC I Regular Interest,
and
(ii) as to each Uncertificated
REMIC I Regular Interest Z and each Uncertificated
REMIC II Regular Interest Z, an
amount equal to their respective
Uncertificated
Pass-Through Rates reduced by such
Certificate's
pro-rata share
of any prepayment
interest
shortfalls or other
reductions of interest
allocable to the Class A-V
Certificates,
pursuant to Section 4.02.
Uncertificated
Pass-Through
Rate: With respect to each of the
Uncertificated
REMIC I Regular Interest,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the per annum rate
specified in the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to each
Uncertificated
REMIC I Regular
Interest Z, the
Pool Strip Rate for the related
Mortgage Loan, and with respect to each
Uncertificated
REMIC II Regular Interest
Z,
100% of the
Uncertificated
Pass-Through
Rate on the
related
identically
numbered
Uncertificated
REMIC I
Regular Interest Z.
Uncertificated
Principal Balance:
With respect to each
Uncertificated
REMIC I Regular Interest,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, as defined in the
definition
of
Uncertificated
REMIC I
Regular Interest.
Uncertificated
REMIC I Regular Interests:
The
Uncertificated
REMIC I Regular Interests Z together with
the interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in
REMIC I, and having the following characteristics:
1.
The
principal
balance
from
time
to
time of
each
Uncertificated
REMIC I
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such table,
minus the sum of (x) the aggregate of all amounts
previously
deemed
distributed
with
respect to such
interest
and
applied
to reduce
the
Uncertificated
Principal
Balance
thereof
pursuant
to
Section 10.04(a)(ii)
and (y) the
aggregate
of all
reductions
in
Certificate
Principal
Balance deemed to have occurred in connection with Realized Losses
that were previously
deemed
allocated
to the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
pursuant to
Section 10.04(d),
which equals the aggregate principal balance of the Classes of
Certificates
identified
as related to such Uncertificated REMIC I Regular Interest in such
table.
2.
The Uncertificated
Pass-Through Rate for each
Uncertificated
REMIC I Regular Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate column of
such table.
3.
The
Uncertificated
REMIC I
Distribution
Amount
for each
REMIC I
Regular
Interest
identified in the table below shall be, for any
Distribution
Date,
the amount deemed
distributed
with
respect
to such
Uncertificated
REMIC I Regular
Interest
on such
Distribution
Date
pursuant
to the
provisions of Section 10.04(a).
------------------------------- -----------------------------
--------------------------- ----------------------------
UNCERTIFICATED REMIC I
RELATED CLASSES OF
REGULAR INTEREST
CERTIFICATES
PASS-THROUGH RATE
INITIAL PRINCIPAL BALANCE
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
U
Class A-6, Class A-7
6.00%
$125,425,000
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
V
Class A-11, Class A-12
6.00%
$45,417,000
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
W
Class A-P
0.00%
$3,491,259
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
Class A-1, Class A-2, Class
6.00%
$297,754,953
Y
A-3, Class A-4, Class A-5,
Class A-8, Class A-9, Class
A-10, Class A-13, Class
A-14, Class R-II, Class
M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class
B-3
------------------------------- -----------------------------
--------------------------- ----------------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
The
617
uncertificated
partial
undivided
beneficial
ownership
interests
in the Trust Fund,
numbered
sequentially
from 1 to 617,
each
relating to the
particular
Non-Discount
Mortgage
Loan
identified
by
sequential
number on the
Mortgage
Loan
Schedule,
each
having no
principal
balance,
and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC I Regular Interests Z Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest
Distribution
Amounts:
With respect to each Uncertificated REMIC
I Regular
Interest,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the amount
specified
as the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
with
respect
thereto
in
the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to the
Uncertificated
REMIC I Regular
Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular Interests Z: Each of the 617 uncertificated
partial undivided beneficial
ownership
interests in REMIC II relating to a particular
Uncertificated
REMIC I Regular
Interest Z, each having
no principal
balance and bearing interest at a rate equal to 100% of the
Uncertificated
Pass-Through Rate on the
related
Uncertificated
REMIC I Regular Interest Z, comprising such
Uncertificated
REMIC II Regular Interest Z's
pro rata share of the amount
distributed
pursuant to
Section 10.04(a).Uncertificated
REMIC II Regular Interests
Distribution
Amount:
With respect to any
Distribution
Date,
the sum of the amounts deemed to be distributed on
the Uncertificated REMIC II Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC
Regular
Interests:
Any
of
the
Uncertificated
REMIC
I
Regular
Interests
or
Uncertificated REMIC II Regular Interests.
Yield Maintenance Agreement:
The confirmation,
dated as of the Closing Date, between the Trustee and the
Yield
Maintenance
Agreement
Provider,
relating to the Class A-6 Certificates,
or any replacement,
substitute,
collateral or other arrangement in lieu thereof or related thereto.
Yield
Maintenance
Agreement
Provider:
Bear Stearns
Financial
Products
Inc. and its
successors
and
assigns or any party to any replacement, substitute, collateral or
other arrangement in lieu thereof.
Yield Maintenance
Agreement
Termination Payment:
Upon the designation of an "Early Termination Date" as
defined in the related
Yield
Maintenance
Agreement,
the payment to be made by the Yield
Maintenance
Agreement
Provider to the Trustee for payment to the Trust Fund pursuant to
the terms of the Yield Maintenance Agreement.
Yield
Maintenance
Payment:
For any Distribution
Date, the payment,
if any, to be paid under the Yield
Maintenance
Agreement in respect of such
Distribution
Date. With respect to any Distribution
Date and the Class
A-6
Certificates,
the Yield
Maintenance
Payment
shall be the amount
equal to the product of (I) the
positive
excess,
if any, of (a) the lesser of (x) LIBOR or (y) 8.90%,
over (b) 5.40% per annum, and (II) the lesser of (a)
the amount
set forth for that
Distribution
Date in
Schedule I of the Yield
Maintenance
Agreement
and (b) the
Certificate
Principal
Balance of the Class A-6
Certificates
immediately
prior to such
Distribution
Date, and
(III) a fraction, the numerator of which is 30 and the denominator
of which is 360.
Section 1.02
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal" of the Mortgage Loans
shall
mean,
with
respect to the Sharia
Mortgage
Loans,
amounts in respect
profit
payments
and
acquisition
payments, respectively.
Section 1.03
Determination of LIBOR.
LIBOR for the initial
Interest
Accrual Period will be equal to 5.32% per annum.
LIBOR applicable to the
calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates
for any Interest Accrual Period after
the initial Interest Accrual Period will be determined as described
below:
With
respect to each
Distribution
Date,
LIBOR
shall be
established
by the
Trustee
and,
as to any
Interest
Accrual
Period
(other
than the initial
Interest
Accrual
Period),
will equal the rate for one month
United States
dollar
deposits that appears on the Telerate
Screen Page 3750 of the
Moneyline
Telerate
Capital
Markets
Report as of 11:00 a.m.,
London
time,
on the second
LIBOR
Business Day prior to the first day of such
Interest Accrual Period ("LIBOR Rate Adjustment
Date").
"Telerate Screen Page 3750" means the display
designated
as page 3750 on the
Telerate
Service (or such other page as may replace page 3750 on that
service for the purpose
of displaying
London interbank
offered rates of major banks).
If such rate does not appear on such page (or such
other page as may replace that page on that
service,
or if such service is no longer
offered,
any other service
for
displaying
LIBOR or
comparable
rates as may be selected by the Trustee after
consultation
with the Master
Servicer),
the rate will be the Reference Bank Rate. The "Reference
Bank Rate" will be determined on the basis of
the rates at which
deposits in U.S.
Dollars are offered by the
reference
banks
(which shall be any three major
banks that are engaged in transactions in the London interbank
market,
selected by the Trustee after
consultation
with the Master
Servicer) as of 11:00 a.m.,
London time,
on the day that is one LIBOR
Business Day prior to the
immediately
preceding
Distribution
Date to prime banks in the London
interbank market for a period of one month
in amounts
approximately equal to the aggregate
Certificate Principal Balance of the Adjustable Rate Certificates
then
outstanding.
The Trustee will request the principal
London office of each of the reference banks to provide
a quotation of its rate. If at least two such
quotations
are provided,
the rate will be the
arithmetic
mean of
the
quotations
rounded up to the next multiple of 1/16%.
If on such date fewer than two
quotations are provided
as
requested,
the rate will be the
arithmetic
mean of the rates
quoted by one or more major
banks in New York
City,
selected by the Trustee after
consultation with the Master Servicer,
as of 11:00 a.m., New York City time,
on such
date
for
loans
in U.S.
Dollars
to
leading
European
banks
for a period
of one
month
in
amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the
Adjustable
Rate
Certificates
then
outstanding.
If no such quotations can be obtained,
the rate will be LIBOR for the prior
Distribution
Date, or,
in the case of the first LIBOR Rate Adjustment Date, 5.32% per
annum;
provided,
however, if, under the priorities
described above,
LIBOR for a Distribution Date would be based on LIBOR for the
previous
Distribution Date for the
third consecutive
Distribution
Date, the Trustee shall,
after
consultation with the Master Servicer,
select an
alternative
comparable index (over which the Trustee has no control),
used for determining
one-month
Eurodollar
lending rates that is
calculated
and published (or otherwise
made
available) by an
independent
party.
"LIBOR
Business
Day" means any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking
institutions
in
the city of London, England are required or authorized by law to be
closed.
The
establishment
of LIBOR by the Trustee on any LIBOR Rate
Adjustment
Date and the Master
Servicer's
subsequent
calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate
Certificates for the
relevant Interest Accrual Period, in the absence of manifest error,
will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results of its
determination of LIBOR on such date.
Furthermore,
the Trustee will supply the Pass-Through
Rates
on each of the Adjustable Rate Certificates for the current and the
immediately
preceding
Interest Accrual Period
via the Trustee's
internet
website located at
http://www.usbank.com/mbs
or which may be obtained by telephoning
the Trustee at (800) 934-6802.
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a)
(See Section 2.01(a) of the Standard Terms)
(b)
(See Section 2.01(b) of the Standard Terms)
(c)
(See Section 2.01(c) of the Standard Terms)
(d)
(See Section 2.01(d) of the Standard Terms)
(e)
(See Section 2.01(e) of the Standard Terms)
(f)
(See Section 2.01(f) of the Standard Terms)
(g)
(See Section 2.01(g) of the Standard Terms)
(h)
(See Section 2.01(h) of the Standard Terms)
(i)
In
connection
with such
assignment,
and
contemporaneously
with the delivery of this
Agreement,
the
Company
delivered
or caused to be
delivered
hereunder
to the Trustee,
the Yield
Maintenance
Agreement
(the
delivery of which shall
evidence
that the fixed
payment for such Yield
Maintenance
Agreement has been paid and
the Trustee and the Trust Fund shall have no further payment
obligation thereunder).
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
For
representations,
warranties
and
covenants
of the
Master
Servicer,
see
Section 2.03(a)
of the
Standard Terms.
(b)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no
Mortgage
Loan has been so
Delinquent
more than once in the
12-month
period
prior to the
Cut-off Date;
(ii)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and correct in all material
respects at the date or dates
respecting
which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv)
To the best of the
Company's
knowledge,
if a Mortgage
Loan is secured by a Mortgaged
Property
with a
Loan-to-Value
Ratio at
origination
in excess of 80%,
such
Mortgage
Loan is the
subject of a Primary
Insurance Policy that insures that (a) at least 30% of the Stated
Principal
Balance of the Mortgage Loan
at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%,
(b) at least 25% of such balance
if the
Loan-to-Value
Ratio is between
90.00% and
85.01%,
and (c) at least 12% of such
balance if the
Loan-to-Value
Ratio is between
85.00% and
80.01%.
To the best of the
Company's
knowledge,
each such
Primary
Insurance
Policy is in full
force and
effect
and the
Trustee
is
entitled
to the
benefits
thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.9% of the
Mortgage
Loans by
aggregate
Cut-off
Date
Principal
Balance
are secured by
Mortgaged
Properties
located in any one zip code area in the State of Virginia
and no more than 0.7% of
the
Mortgage
Loans by
aggregate
Cut-off Date
Principal
Balance are secured by
Mortgaged
Properties
located in any one zip code area outside the State of Virginia;
(vii)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program Guide,
including
flood
insurance if required under the National Flood Insurance
Act of 1968, as amended.
The Mortgage
requires the Mortgagor to maintain such casualty
insurance at the
Mortgagor's
expense,
and on the Mortgagor's
failure to do so,
authorizes the holder of the Mortgage to
obtain and maintain such insurance at the
Mortgagor's
expense and to seek
reimbursement
therefore from
the Mortgagor;
(viii)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole
owner of,
each
Mortgage
Loan
free and
clear of any
pledge,
lien,
encumbrance
or
security interest (other than rights to servicing and related
compensation)
and such assignment
validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge,
lien,
encumbrance
or security interest;
(ix)
No more than 38.4% of the Mortgage
Loans by aggregate
Cut-off Date Principal
Balance were
underwritten
under a reduced loan documentation program;
(x)
Each Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that the
Mortgaged
Property
would be
owner-occupied
and therefore
would not be an investor
property as of the
date of origination of such Mortgage Loan.
No Mortgagor is a corporation or a partnership;
(xi)
None of the Mortgage Loans are Buydown Mortgage Loans;
(xii)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
Except
with
respect
to
approximately
0.2% of the
Mortgage
Loans,
none of the
Mortgage
Loans
are
Cooperative Loans;
(xv)
Except
with
respect
to
approximately
3.2% of the
Mortgage
Loans,
none of the
Mortgage
Loans were
originated
under a
"streamlined"
Mortgage Loan program
(through which no new or updated
appraisals of
Mortgaged
Properties are obtained in connection
with the
refinancing
thereof),
the related Seller has
represented that either (a) the value of the related
Mortgaged
Property as of the date the Mortgage Loan
was
originated
was not less than the appraised
value of such property at the time of origination of the
refinanced
Mortgage
Loan
or (b)
the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii)
None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon discovery by any of the Company,
the Master Servicer,
the Trustee,
or the Custodian of a breach of
any of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available
to the
Certificateholders
or the
Trustee
on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company
shall not be required to cure
breaches or purchase or
substitute
for Mortgage
Loans as
provided
in this
Section
2.03(b)
if the
substance
of the
breach of a
representation
set forth
above
also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04 of the Standard Terms)
Section 2.05
Execution and Authentication of Class R-I Certificates.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or any Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all other assets included in the Trust Fund,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefore,
the Trustee,
pursuant to the written
request of the Company
executed by an
officer of the
Company has
executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company the Class R-I
Certificates
in authorized
denominations
which together with the
Uncertificated
REMIC I
Regular Interests, evidence the beneficial interest in REMIC I.
Section 2.06
Conveyance of Uncertificated REMIC I 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 to the Trustee for the benefit of the Holders of each
Class of Certificates
(other than
the Class R-I
Certificates).
The Trustee
acknowledges
receipt of the
Uncertificated
REMIC I Regular Interests
and
declares
that it holds and will hold the same in trust for the
exclusive
use and benefit of all present and
future Holders of each Class of
Certificates
(other than the Class R-I
Certificates).
The rights of the Holders
of each Class of Certificates
(other than the Class R-I Certificates) to receive
distributions
from the proceeds
of REMIC II in respect
of such
Classes,
and all
ownership
interests
of the
Holders
of such
Classes in such
distributions shall be as set forth in this Agreement.
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee
acknowledges
the
assignment
to it of the
Uncertificated
REMIC I Regular
Interests
and,
concurrently
therewith and in exchange
therefore,
pursuant to the written request of the Company
executed by an
officer of the
Company,
the Trustee has
executed
and caused to be
authenticated
and
delivered to or upon the
order of the
Company,
all
Classes
of
Certificates
(other
than the
Class
R-I
Certificates)
in
authorized
denominations, which evidence the beneficial interest in the entire
REMIC II.
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master
Servicer and the Trustee
hereby
agree,
notwithstanding
any other
express or
implied
agreement
to
the
contrary,
that
any
and
all
Persons,
and
any
of
their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
and Sellers' Obligations.
(a)
The Master Servicer may continue in effect
Subservicing
Agreements
entered into by Residential
Funding
and
Subservicers
prior to the
execution
and
delivery of this
Agreement,
and may enter into new
Subservicing
Agreements with
Subservicers,
for the servicing and
administration
of all or some of the Mortgage
Loans.
Each
Subservicer
shall be either (i) an
institution
the
accounts
of which are
insured by the FDIC or (ii)
another
entity that
engages in the
business of
originating
or
servicing
mortgage
loans,
and in either case shall be
authorized to transact business in the state or states in which the
related
Mortgaged
Properties it is to service
are
situated,
if and to the
extent
required
by
applicable
law to
enable
the
Subservicer
to
perform
its
obligations hereunder and under the Subservicing
Agreement,
and in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage
servicer.
In addition,
any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved
servicer,
and any
Subservicer
of a
Mortgage
Loan
guaranteed
by the VA
must
be a
VA-approved
servicer.
Each
Subservicer
of a Mortgage
Loan shall be
entitled
to receive
and
retain,
as
provided in the
related
Subservicing
Agreement
and in Section
3.07,
the
related
Subservicing
Fee from
payments of interest
received
on such
Mortgage
Loan after
payment of all amounts
required to be remitted to the Master
Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced
Mortgage Loan, the Master
Servicer
shall be
entitled
to receive
and retain an amount
equal to the
Subservicing
Fee from
payments
of
interest.
Unless the context otherwise
requires,
references in this Agreement to actions taken or to be taken by the
Master
Servicer in servicing
the Mortgage
Loans include
actions taken or to be taken by a Subservicer
on behalf of the
Master
Servicer.
Each
Subservicing
Agreement will be upon such terms and
conditions as are generally
required
by,
permitted by or consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the
Master Servicer and the
Subservicer
have agreed;
provided that, the
Subservicing
Agreement
between the Master
Servicer and Wells Fargo,
if any, will be upon such terms and
conditions as are
consistent
with this
Agreement
and as the Master
Servicer and the
Subservicer
have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master
Servicer,
a Subservicer
may delegate its servicing
obligations
to
third-party
servicers,
but such
Subservicer
will remain
obligated
under the
related
Subservicing
Agreement.
The Master
Servicer and a Subservicer may enter into amendments
thereto or a different form of
Subservicing
Agreement,
and
the form referred to or included in the Program Guide is merely
provided for
information
and shall not be deemed
to limit in any respect
the
discretion
of the Master
Servicer
to modify or enter into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments
or different
forms shall be
consistent
with and not
violate the
provisions
of either this
Agreement
or the Program
Guide in a manner
which would
materially
and
adversely affect the interests of the
Certificateholders.
The Program Guide and any other Subservicing
Agreement
entered into between the Master
Servicer and any
Subservicer
shall require the
Subservicer
to
accurately
and
fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No
Contractual
Relationship
Between
Subservicer
and
Trustee
or
Certificateholders.
(See
Section 3.05 of the Standard Terms)
Section 3.06
Assumption
or
Termination
of
Subservicing
Agreements
by Trustee.
(See
Section 3.06 of the
Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments;
Deposits to Custodial
Account.
(See Section 3.07
of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09
Access to Certain
Documentation
and
Information
Regarding
the Mortgage
Loans.
(See Section
3.09 of the Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the Standard Terms)
Section 3.11
Maintenance
of the Primary
Insurance
Policies;
Collections
Thereunder.
(See Section 3.11 of
the Standard Terms)
Section 3.12
Maintenance
of Fire
Insurance
and Omissions
and Fidelity
Coverage.
(See Section 3.12 of the
Standard Terms)
Section 3.13
Enforcement
of
Due-on-Sale
Clauses;
Assumption
and
Modification
Agreements;
Certain
Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of the Standard Terms)
Section 3.16
Servicing
and Other
Compensation;
Compensating
Interest.
(See
Section
3.16 of the Standard
Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual
Independent
Public
Accountants'
Servicing
Report.
(See
Section 3.19 of the Standard
Terms)
Section 3.20
Rights of the
Company in
Respect of the Master
Servicer.
(See
Section
3.20 of the
Standard
Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer
on behalf of the
Trustee or (y) the Paying
Agent
appointed
by the
Trustee,
shall
distribute
(I) to
the Master
Servicer
or a
sub-servicer,
in the case of a
distribution
pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the
Master Servicer
or a sub-servicer
pursuant to Section
4.02(a)(iii)
below,
and (II) to each
Certificateholder
of record on the
next preceding Record Date (other than as provided in Section 9.01
respecting the final
distribution),
either (1)
in immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank
or other entity having
appropriate
facilities
therefore,
if such
Certificateholder
has so notified the Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder
has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such
Certificateholder
at the address of such
Holder
appearing in the
Certificate
Register,
such
Certificateholder's
share (which share (A) with respect to
each
Class of
Certificates
(other
than any
Subclass
of the
Class
A-V
Certificates),
shall be based on the
aggregate of the Percentage
Interests
represented by Certificates of the applicable
Class held by such Holder or
(B) with respect to any Subclass of the Class A-V
Certificates,
shall be equal to the amount (if any) distributed
pursuant
to Section
4.02(a)(i)
below to each
Holder of a Subclass
thereof) of the
following
amounts,
in the
following order of priority
(subject to the provisions of Section
4.02(b)
below),
in each case to the extent of
the Available Distribution Amount:
(i)
to the Senior
Certificates
(other than the Principal Only Certificates) on a pro rata basis
based on the
Accrued
Certificate
Interest
payable
on such
Certificates
with
respect to such
Distribution
Date,
Accrued Certificate
Interest on such Classes of Certificates (or Subclasses,
if any, with respect to the
Class A-V
Certificates)
for such
Distribution
Date
(provided
that for the
purpose of this
Section
4.02(a)(i)
the
Available
Funds Cap for the Class A-6
Certificates
shall be 6.00%),
plus any
Accrued
Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided in
the last paragraph of this Section 4.02(a);
(ii)
(X)
to the Class A-P Certificates,
the Class A-P Principal
Distribution Amount (as defined
in Section 4.02(b)(i) herein),
until the Certificate
Principal Balance of the Class A-P Certificates has
been reduced to zero; and
(Y)
to the Senior
Certificates
(other
than the Class A-P
Certificates),
in the
priorities
and
amounts
set
forth in
Sections
4.02(b)(ii)
through
4.02(d),
the sum of the
following (applied to reduce the Certificate
Principal Balances of such Senior Certificates,
as
applicable):
(A)
the Senior
Percentage for such
Distribution Date times the sum of the
following:
(1)
the principal
portion of each Monthly Payment due during the related Due Period
on each Outstanding
Mortgage
Loan (other than the related
Discount
Fraction of the
principal
portion of such
payment with respect to a
Discount
Mortgage Loan),
whether or not received on or prior to the related
Determination
Date,
minus the
principal
portion of any Debt Service
Reduction (other than the related
Discount
Fraction of the principal
portion of such Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2)
the Stated Principal Balance of any Mortgage Loan repurchased
during the preceding
calendar month (or deemed
to have been so repurchased in accordance
with Section
3.07(b) of the Standard
Terms)
pursuant to Sections
2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited
in the Custodial Account in connection with
the
substitution
of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the preceding
calendar
month (other than the related Discount
Fraction of such Stated Principal Balance or shortfall with respect
to
each Discount Mortgage Loan); and
(3)
the principal
portion of all other
unscheduled
collections
(other than
Principal
Prepayments in Full and
Curtailments
and amounts received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan
described in Section
4.02(a)(ii)(Y)(2)(B)
of this Series Supplement,
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) including
Subsequent Recoveries received during the preceding
calendar month (or deemed to have been so received in accordance
with Section
3.07(b) of the Standard Terms)
to the extent applied by the Master Servicer as recoveries of
principal of the related
Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than the related
Discount
Fraction of the principal
portion of
such unscheduled collections, with respect to each Discount
Mortgage Loan);
(B)
with respect to each Mortgage
Loan for which a Cash
Liquidation
or a REO
Disposition
occurred
during the
preceding calendar month (or was deemed to have occurred during
such period in accordance with Section 3.07(b)
of the Standard
Terms) and did not result in any Excess Special Hazard
Losses,
Excess Fraud Losses,
Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such
Distribution
Date times the Stated
Principal
Balance of such Mortgage Loan (other than the related Discount
Fraction of such Stated
Principal
Balance,
with respect to each Discount
Mortgage Loan) and (b) the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the related
unscheduled
collections
(including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied
by the Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of the
Standard
Terms (in each case
other than the
portion
of such
unscheduled
collections,
with
respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of this
Series Supplement);
(C)
the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal
Prepayments
in Full
received in the related
Prepayment
Period and
Curtailments
received in the preceding
calendar
month
(other
than
the
related
Discount
Fraction
of such
Principal
Prepayments
in Full
and
Curtailments, with respect to each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
(E)
any amounts described in subsection
(ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as determined
for any previous
Distribution Date, which remain unpaid after application of amounts
previously
distributed
pursuant to this clause (E) to the extent that such amounts are not
attributable to Realized Losses which have
been allocated to the Subordinate Certificates; minus
(F)
the Capitalization
Reimbursement
Amount for such Distribution Date, other than the related Discount
Fraction
of any portion of that amount related to each Discount Mortgage
Loan, multiplied by a fraction,
the numerator
of which is the Senior
Principal
Distribution
Amount,
without
giving
effect to this clause (F),
and the
denominator of which is the sum of the principal
distribution
amounts for all Classes of Certificates
other
than the Class A-P Certificates,
without giving effect to any reductions for the Capitalization
Reimbursement
Amount;
(iii)
if the Certificate
Principal
Balances of the Subordinate
Certificates have not been reduced to zero, to
the Master Servicer or a Sub-Servicer,
by remitting for deposit to the Custodial
Account,
to the extent
of and in
reimbursement
for any Advances or
Sub-Servicer
Advances
previously made with respect to any
Mortgage
Loan or REO
Property
which
remain
unreimbursed
in
whole
or in
part
following
the
Cash
Liquidation or REO
Disposition
of such Mortgage Loan or REO Property,
minus any such Advances that were
made with respect to
delinquencies
that
ultimately
constituted
Excess Special
Hazard Losses,
Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv)
to the
Holders
of the
Class
M-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(v)
to the
Holders
of the
Class
M-1
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date, minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available pursuant to clause (x)
of Sections
4.02(a)(vii),
(ix),
(xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are
insufficient
therefore,
applied in
reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi)
to the
Holders
of the
Class
M-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(vii)
to the
Holders
of the
Class
M-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date, minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(ix),
(xi), (xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction
of the Certificate Principal Balance of the Class M-2 Certificates;
(viii)
to the
Holders
of the
Class
M-3
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(ix)
to the
Holders
of the
Class
M-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of
Certificates
for such
Distribution
Date minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xi),
(xiii), (xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction of the
Certificate Principal Balance of the Class M-3 Certificates;
(x)
to the
Holders
of the
Class
B-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xi)
to the
Holders
of the
Class
B-1
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of
Certificates
for such
Distribution
Date minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
to
the
extent
the
amounts
available
pursuant
to
clause
(x)
of
Sections
4.02(a)(xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction
of the Certificate Principal Balance of the Class B-1 Certificates;
(xii)
to the
Holders
of the
Class
B-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xiii)
to the
Holders
of the
Class
B-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of
Certificates
for such
Distribution
Date minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xiv)
and (xv) of this Series
Supplement are
insufficient
therefore,
applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv)
to the Holders of the Class B-3
Certificates,
an amount
equal to (x) the Accrued
Certificate
Interest
thereon for such Distribution
Date, plus any Accrued
Certificate
Interest thereon remaining unpaid from
any
previous
Distribution
Date,
except
as
provided
below,
minus
(y) the
amount
of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all
previous
Distribution
Dates, to the extent the amounts
available
pursuant to clause (x) of Section
4.02(a)(xv) of this Series
Supplement are insufficient therefore;
(xv)
to the
Holders
of the
Class
B-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of
Certificates
for such
Distribution
Date minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
applied
in
reduction
of
the
Certificate
Principal
Balance
of the
Class
B-3
Certificates;
(xvi)
to the Senior
Certificates,
in the priority set forth in Section 4.02(b) of this Series
Supplement,
the
portion,
if any, of the
Available
Distribution
Amount
remaining
after the
foregoing
distributions,
applied to reduce the Certificate
Principal
Balances of such Senior
Certificates,
but in no event more
than the
aggregate
of the
outstanding
Certificate
Principal
Balances
of each
such
Class of Senior
Certificates,
and thereafter,
to each Class of Subordinate
Certificates then outstanding beginning with
such Class with the Highest
Priority,
any portion of the Available
Distribution
Amount remaining after
the Senior
Certificates
have been retired,
applied to reduce the Certificate
Principal Balance of each
such Class of Subordinate
Certificates,
but in no event more than the outstanding
Certificate Principal
Balance of each such Class of Subordinate Certificates; and
(xvii)
to the Class R-II Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer outstanding,
the Senior
Certificates,
Accrued Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date will be
distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from an interest rate
reduction
in
connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable to interest
shortfalls
relating to the failure of the Master Servicer to make any required
Advance,
or the
determination
by the Master
Servicer
that any proposed
Advance would be a
Nonrecoverable
Advance with
respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash
Liquidation
or REO
Disposition
or the related
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions
of principal on the Senior
Certificates on each
Distribution
Date occurring prior to the
Credit Support Depletion Date will be made as follows:
(i)
to the Class A-P
Certificates,
until the
Certificate
Principal
Balance thereof is reduced to zero, an
amount (the "Class A-P Principal Distribution Amount") equal to the
aggregate of:
(A)
the related Discount
Fraction of the principal portion of each Monthly Payment on each
Discount Mortgage Loan
due during the related
Due Period,
whether or not
received on or prior to the related
Determination
Date,
minus the Discount Fraction of the principal portion of any related
Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B)
the related
Discount
Fraction of the
principal
portion of all
unscheduled
collections
on each
Discount
Mortgage Loan received during the preceding
calendar month or, in the case of Principal
Prepayments in Full,
during the related Prepayment Period (other than amounts received
in connection with a Cash Liquidation or REO
Disposition of a Discount
Mortgage Loan described in clause (C) below),
including
Principal
Prepayments in
Full, Curtailments,
Subsequent Recoveries and repurchases (including deemed repurchases
under Section 3.07(b)
of the Standard
Terms) of Discount
Mortgage Loans (or, in the case of a substitution
of a Deleted
Mortgage
Loan, the Discount
Fraction of the amount of any shortfall
deposited in the Custodial
Account in connection
with such substitution);
(C)
in connection with the Cash Liquidation or REO Disposition of a
Discount
Mortgage Loan that did not result in
any Excess Special Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary
Losses, an
amount equal to the lesser of (1) the applicable
Discount
Fraction of the Stated
Principal
Balance of such
Discount
Mortgage
Loan
immediately
prior to such
Distribution
Date and (2) the
aggregate
amount of the
collections on such Discount Mortgage Loan to the extent applied as
recoveries of principal;
(D)
any amounts
allocable to principal for any previous
Distribution
Date
(calculated
pursuant to clauses (A)
through (C) above) that remain undistributed; and
(E)
the amount of any Class A-P Collection
Shortfalls for such
Distribution Date and the amount of any Class A-P
Collection
Shortfalls
remaining
unpaid for all previous
Distribution
Dates, but only to the extent of the
Eligible Funds for such Distribution Date; minus
(F)
the related Discount Fraction of the portion of the Capitalization
Reimbursement Amount for such Distribution
Date, if any, related to each Discount Mortgage Loan; and
(ii)
the Senior Principal Distribution Amount shall be distributed
concurrently as follows:
(A)
first, to the Class R-I and Class R-II Certificates, pro rata, in
accordance with their respective Certificate
Principal Balance, until the Certificate Principal Balances thereof
have been reduced to zero;
(B)
second,
to the Class
A-9 and
Class
A-10
Certificates,
pro rata,
in
accordance
with
their
respective
Certificate
Principal
Balance,
an amount up to the Lockout
Amount for that
Distribution
Date,
until the
Certificate Principal Balances thereof have been reduced to zero;
(C)
third, the balance of the Senior Principal
Distribution
Amount
remaining after the
distributions,
if any,
described in Section 4.02(b)(ii)(B) above, will be distributed
concurrently as follows:
(1) 9.4112752030%
of the amount described in Section
4.02(b)(ii)(C)
will
be distributed
to the Class A-1 and Class A-2
Certificates,
sequentially,
in that
order,
until the Certificate
Principal
Balances thereof have been reduced to zero;
and
(2) 90.5887247970% of the amount described in Section
4.02(b)(ii)(C)
will
be distributed in the following manner and priority:
(a)
first,
an amount up to $100,
to the Class A-6
Certificates,
until the
Certificate
Principal
Balance
thereof has been reduced to
zero;
(b)
second,
to the Class A-3,
Class A-4,
Class A-5, Class A-11,
Class
A-13 and Class
A-14
Certificates,
an amount up to the
amount
necessary
to
cause
the
aggregate
Certificate
Principal
Balance
thereof to equal their
Aggregate
Planned
Principal
Balance for that
Distribution Date, in the following manner and priority:
(i)
first,
to
the
Class
A-3
and
Class
A-11
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero;
(ii)
second,
to
the
Class
A-4
and
Class
A-13
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero; and
(iii)
third,
to
the
Class
A-5
and
Class
A-14
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero;
(c)
third,
to the Class A-6
Certificates,
until the Certificate
Principal Balance thereof has been reduced to zero;
(d)
fourth,
to the Class A-3,
Class A-4,
Class A-5, Class A-11,
Class
A-13
and
Class
A-14
Certificates,
without
regard
to their
Aggregate
Planned
Principal
Balance for that
Distribution
Date, in
the following manner and priority:
(i)
first,
to
the
Class
A-3
and
Class
A-11
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero;
(ii)
second,
to
the
Class
A-4
and
Class
A-13
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero; and
(iii)
third,
to
the
Class
A-5
and
Class
A-14
Certificates,
pro rata, in accordance
with their
respective
Certificate
Principal
Balance,
until
the
Certificate
Principal Balances thereof have been reduced to zero; and
(e)
fifth,
to the Class A-8
Certificates,
until the Certificate
Principal Balance thereof has been reduced to zero; and
(D)
fourth,
to the Class
A-9 and
Class
A-10
Certificates,
pro rata,
in
accordance
with
their
respective
Certificate
Principal Balance and without regard to the Lockout Amount for that
distribution
date, until the
Certificate Principal Balances thereof have been reduced to zero.
(c)
On
or
after
the
occurrence
of
the
Credit
Support
Depletion
Date,
all
priorities
relating
to
distributions
as described in Section
4.02(b) of this Series
Supplement in respect of principal among the Senior
Certificates
(other than the Class A-P Certificates) will be disregarded,
and (i) an amount equal to the Discount
Fraction of the
principal
portion of
scheduled
payments
and
unscheduled
collections
received or advanced in
respect
of the
Discount
Mortgage
Loans
minus
the
Discount
Fraction
of the
portion
of the
Capitalization
Reimbursement
Amount
for such
Distribution
Date will be
distributed
to the Class A-P
Certificates,
(ii) the
Senior
Principal
Distribution
Amount will be distributed to the remaining
Senior
Certificates
(other than the
Class A-P Certificates) pro rata in accordance with their
respective
outstanding
Certificate
Principal
Balances
and (iii) the amount set forth in Section 4.02(a)(i) herein will be
distributed as set forth therein.
(d)
After the
reduction of the
Certificate
Principal
Balances of the Senior
Certificates
(other than the
Class A-P
Certificates)
to zero but prior to the Credit Support
Depletion Date, the Senior
Certificates
(other
than the Class A-P
Certificates)
will be
entitled
to no further
distributions
of
principal
thereon
and the
Available
Distribution
Amount
will be paid
solely
to the
holders
of the Class
A-P
Certificates,
Class A-V
Certificates, Class M Certificates and Class B Certificates, in
each case as described herein.
(e)
In
addition
to the
foregoing
distributions,
with
respect to any
Subsequent
Recoveries,
the Master
Servicer shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii).
If, after taking
into account such Subsequent
Recoveries,
the amount of a Realized Loss is reduced,
the amount of such Subsequent
Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Subordinate
Certificates
with the Highest
Priority to which Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud Losses,
Excess Special Hazard Losses and
Extraordinary
Losses,
have been
allocated,
but not by more than the amount of
Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. The amount of any
remaining
Subsequent
Recoveries
will be applied to increase the
Certificate
Principal
Balance of the Class of
Certificates with the next Lower Priority,
up to the amount of such Realized Losses
previously
allocated to that
Class of
Certificates
pursuant to Section 4.05. Any remaining
Subsequent
Recoveries
will in turn be applied to
increase the
Certificate
Principal
Balance of the Class of
Certificates
with the next Lower Priority up to the
amount of such Realized Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05, and
so on.
Holders of such
Certificates
will not be
entitled
to any
payment
in
respect
of Accrued
Certificate
Interest on the amount of such increases for any Interest Accrual
Period
preceding the Distribution
Date on which
such
increase
occurs.
Any
such
increases
shall
be
applied
to the
Certificate
Principal
Balance
of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(f)
On each Distribution Date, the Yield Maintenance
Payment,
if any, for the Class A-6 Certificates will be
distributed to the Class A-6 Certificates.
(g)
Each
distribution
with respect to a Book-Entry
Certificate
shall be paid to the Depository,
as Holder
thereof,
and the
Depository
shall be solely
responsible
for crediting the amount of such
distribution
to the
accounts of its Depository
Participants in accordance
with its normal
procedures.
Each
Depository
Participant
shall be responsible
for disbursing such
distribution
to the
Certificate
Owners that it represents and to each
indirect
participating
brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as
agent.
Each
brokerage
firm
shall
be
responsible
for
disbursing
funds
to the
Certificate
Owners
that it
represents.
None of the Trustee,
the
Certificate
Registrar,
the Company or the Master
Servicer shall have any
responsibility therefore except as otherwise provided by this
Series Supplement or applicable law.
(h)
Except
as
otherwise
provided
in
Section
9.01,
if the
Master
Servicer
anticipates
that
a
final
distribution
with respect to any Class of
Certificates
will be made on a future
Distribution
Date,
the Master
Servicer shall, no later than 40 days prior to such final
distribution,
notify the Trustee and the Trustee shall,
not earlier than the 15th day and not later than the 25th day of
the month next
preceding
the month of such final
distribution,
distribute,
or cause to be distributed to each Holder of such Class of
Certificates a notice to the
effect that: (i) the Trustee
anticipates
that the final
distribution
with respect to such Class of Certificates
will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such
Certificates
from and after the end of the related Interest
Accrual Period.
In the event that
Certificateholders
required to
surrender
their
Certificates
pursuant
to
Section
9.01(c)
do
not
surrender
their
Certificates
for
final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from
the
Certificate
Account and credited to a separate escrow account for the benefit
of such
Certificateholders
as
provided in Section 9.01(d).
Section 4.03
Statements to
Certificateholders;
Statements to Rating Agencies;
Exchange Act Reporting.
(See
Section 4.03 of the Standard Terms and Exhibit Three hereto)
Section 4.04
Distribution
of Reports to the Trustee and the Company;
Advances by the Master
Servicer.
(See
Section 4.04 of the Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes a reduction of the interest rate on a Mortgage
Loan,
the amount of the
reduction
in the
interest
portion of the Monthly
Payment due during the related Due Period.
The amount of each
Realized
Loss shall be evidenced by an Officers'
Certificate.
All
Realized
Losses,
other than Excess
Special
Hazard
Losses,
Extraordinary
Losses,
Excess
Bankruptcy
Losses or Excess Fraud
Losses,
shall be allocated as
follows:
first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero;
second,
to the Class B-2 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
third, to the Class B-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
fourth,
to the Class M-3 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fifth, to the Class M-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
sixth, to the Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero; and,
thereafter,
if any such Realized Losses are on a Discount Mortgage Loan, to the
Class A-P Certificates
in an amount equal to the Discount
Fraction of the principal
portion thereof,
and the remainder of such Realized
Losses on the Discount
Mortgage
Loans and the entire
amount of such
Realized
Losses on
Non-Discount
Mortgage
Loans will be allocated
among all the Senior
Certificates
(other than the Class A-V
Certificates
and Class A-P
Certificates)
in the case of the
principal
portion
of such loss on a pro rata basis and among all of the Senior
Certificates
(other than the Class A-P
Certificates)
in the case of the
interest
portion of such loss on a pro
rata basis, as described below;
provided,
however, that such Realized Losses otherwise allocable to the Class
A-6
Certificates
will be allocated
to the Class A-10
Certificates
until the
Certificate
Principal
Balance of the
Class A-10 Certificates has been reduced to zero.
On any
Distribution
Date,
Realized Losses will be allocated as set forth herein after
distributions of
principal on the Certificates as set forth herein.
As used
herein,
an
allocation
of a Realized
Loss on a "pro rata
basis"
among two or more
specified
Classes of Certificates
means an allocation on a pro rata basis,
among the various Classes so specified,
to each
such Class of Certificates on the basis of their then outstanding
Certificate
Principal
Balances prior to giving
effect to distributions
to be made on such
Distribution
Date in the case of the principal
portion of a Realized
Loss or based on the Accrued
Certificate
Interest
thereon payable on such
Distribution
Date (without regard to
any
Compensating
Interest
for such
Distribution
Date) in the case of an interest
portion of a Realized
Loss.
Except as provided in the following
sentence,
any allocation of the principal
portion of Realized
Losses (other
than Debt
Service
Reductions)
to a Class of
Certificates
shall be made by reducing the
Certificate
Principal
Balance
thereof
by the
amount
so
allocated,
which
allocation
shall
be
deemed
to
have
occurred
on such
Distribution
Date;
provided that no such reduction shall reduce the aggregate
Certificate
Principal
Balance of
the
Certificates
below the
aggregate
Stated
Principal
Balance of the Mortgage
Loans.
Any
allocation of the
principal
portion of Realized
Losses (other than Debt Service
Reductions) to the Subordinate
Certificates
then
outstanding
with the Lowest
Priority
shall be made by
operation of the
definition
of
"Certificate
Principal
Balance" and by operation of the provisions of Section
4.02(a).
Allocations of the interest
portions of Realized
Losses
(other
than
any
interest
rate
reduction
resulting
from a
Servicing
Modification)
shall be made in
proportion
to the
amount
of
Accrued
Certificate
Interest
and by
operation
of the
definition
of
"Accrued
Certificate
Interest" and by operation of the provisions of Section
4.02(a).
Allocations of the interest portion
of a Realized Loss resulting from an interest rate reduction in
connection with a Servicing
Modification
shall be
made by operation of the
provisions
of Section
4.02(a).
Allocations
of the
principal
portion of Debt Service
Reductions
shall be made by operation of the
provisions
of Section
4.02(a).
All Realized
Losses and all other
losses
allocated to a Class of Certificates
hereunder will be allocated
among the
Certificates of such Class in
proportion
to the
Percentage
Interests
evidenced
thereby;
provided
that if any
Subclasses
of the Class A-V
Certificates
have been issued pursuant to Section 5.01(c),
such Realized Losses and other losses allocated to the
Class A-V
Certificates
shall be allocated
among such
Subclasses
in
proportion
to the
respective
amounts of
Accrued Certificate Interest payable on such Distribution Date that
would have resulted absent such reductions.
Section 4.06
Reports
of
Foreclosures
and
Abandonment
of
Mortgaged
Property.
(See
Section
4.06 of the
Standard Terms)
Section 4.07
Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of the Standard Terms)
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
Section 4.09
The Yield Maintenance Agreement.
(a)
On the Closing
Date,
the Trustee is hereby
directed
to enter
into,
on behalf of the Trust Fund,
the
Yield
Maintenance
Agreement for the benefit of the Class A-6 Certificates
with the Yield
Maintenance
Agreement
Provider.
(b)
The
Trustee
shall
deposit or cause to be
deposited
any amount
received
under the Yield
Maintenance
Agreement into the Reserve Fund on the date such amount is received
from the Yield Maintenance
Agreement
Provider
under the Yield Maintenance
Agreement (including Yield Maintenance
Agreement
Termination
Payments, if any). All
Yield Maintenance
Payments received under any Yield Maintenance
Agreement shall be distributed to the Certificate
Account and then to the Class A-6 Certificates pursuant to Section
4.02(f)
hereof,
whereas, all Yield Maintenance
Agreement
Termination
Payments received under any of the Yield Maintenance
Agreements shall be used as set forth
in Section 4.09(c) hereof.
None of the Yield Maintenance
Agreement nor any Yield Maintenance
Payments (including
any Yield Maintenance Termination Payments) constitute a part of
any REMIC created hereunder.
(c)
In the event that the Yield Maintenance
Agreement,
or any replacement
thereof,
terminates prior to the
Distribution
Date in June 2010, the Master Servicer,
but at no expense to the Master
Servicer,
on behalf of the
Trustee,
to the extent that the termination value under such Yield
Maintenance
Agreement is sufficient
therefore
and only to the extent of the Yield Maintenance
Agreement
Termination Payment received from the Yield Maintenance
Agreement Provider,
shall (i) cause a new yield maintenance
provider to assume the obligations of such terminated
yield maintenance
agreement provider or (ii) cause a new yield maintenance
agreement provider to enter into a new
interest
rate yield
maintenance
agreement
with the Trust Fund having
substantially
similar terms as those set
forth in such terminated Yield Maintenance
Agreement.
Any Yield Maintenance
Agreement Termination Payment having
a termination
value which is not
sufficient to comply with clauses (i) and (ii) of this Section
4.09(c) shall be
deposited into the Reserve Fund and may be distributed pursuant to
Section 4.02(f) and Section 4.09(c) herein.
Section 4.10
Reserve Fund.
(a)
On or before the Closing
Date,
the Trustee
shall
establish a Reserve
Fund on behalf of the Holders of
the Class A-6
Certificates.
The Reserve
Fund must be an
Eligible
Account.
The Reserve
Fund shall be entitled
"Reserve
Fund,
U.S.
Bank
National
Association,
as Trustee for the benefit of holders of
Residential
Funding
Mortgage
Securities
I, Inc.,
Mortgage
Pass-Through
Certificates,
Series
2007-S2".
The Trustee
shall demand
payment
of all money
payable
by the Yield
Maintenance
Agreement
Provider
under any of the Yield
Maintenance
Agreements.
The Trustee shall deposit in the Reserve Fund all payments
received by it from the Yield
Maintenance
Agreement
Provider
pursuant to any Yield
Maintenance
Agreement.
On each
Distribution
Date, the Trustee shall
remit
amounts
received
by it from the Yield
Maintenance
Agreement
Provider
to the
Holders
of the Class A-6
Certificates, as applicable, in the manner provided in Section
4.02(f) as it is directed by the Master Servicer.
(b)
The Reserve Fund is an "outside reserve fund" within the meaning of
Treasury
Regulationss.1.860G-2(h) and
shall be an asset of the Trust Fund but not an asset of any
REMIC.
The
Trustee
on behalf of the Trust
shall be
the nominal
owner of the Reserve
Fund.
Bear,
Stearns & Co. Inc.
shall be the
beneficial
owner of the Reserve
Fund,
including for federal income tax purposes,
subject to the power of the Trustee to distribute
amounts under
Sections
4.02(f)
and 4.09.
Amounts
in the
Reserve
Fund
shall be held
uninvested
in a trust
account of the
Trustee with no liability for interest or other compensation
thereon.
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01
Optional Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage Loans.
(a)
(See Section 9.01(a) of the Standard Terms)
(b)
(See Section 9.01(b) of the Standard Terms)
(c)
(See Section 9.01(c) of the Standard Terms)
(d)
(See Section 9.01(d) of the Standard Terms)
(e)
(See Section 9.01(e) of the Standard Terms)
(f)
(See Section 9.01(f) of the Standard Terms)
(g)
Upon
termination
of the Trust Fund
pursuant to this
Section
9.01,
the Trustee on behalf of the Trust
Fund shall,
under
documents
prepared by the Master
Servicer
or Holders of the Class A-6
Certificates,
assign
without recourse,
representation
or warranty all the right,
title and interest of the Trustee and the Trust Fund
in and to the Yield Maintenance Agreement to Bear, Stearns &
Co. Inc.
Section 9.02
Additional Termination Requirements.
(See Section 9.02 of the Standard Terms)
Section 9.03
Termination of Multiple REMICs.
(See Section 9.03 of the Standard Terms).
ARTICLE X
REMIC PROVISIONS
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms).
Section 10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the
Standard Terms).
Section 10.03
Designation of REMIC(s).
The REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
(including
the Mortgage
Loans but
excluding
the Initial
Monthly
Payment
Fund,
the Yield
Maintenance
Agreement and the
Reserve Fund)
described in the
definition of Trust Fund,
and subject to this
Agreement,
as a REMIC ("REMIC I")
and shall make an election to treat the pool of assets comprised of
the
Uncertificated
REMIC I Regular
Interests
as a REMIC ("REMIC II"), in each case, 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 under
the federal income tax law.
The Class A-1,
Class A-2,
Class A-3,
Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10,
Class A-11,
Class A-12,
Class A-13,
Class A-14,
Class A-P,
Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated
REMIC II Regular
Interests Z, the rights in and
to which will be represented by the Class A-V
Certificates,
will be "regular
interests" in the REMIC II, and the
Class
R-II
Certificates
will be the sole
class of
"residual
interests"
therein
for
purposes
of the
REMIC
Provisions
(as defined in the Standard
Terms) under federal
income tax law. On and after the date of issuance of
any Subclass of Class A-V
Certificates
pursuant to Section 5.01(c) of the Standard Terms,
any such Subclass will
represent the Uncertificated
REMIC II Regular
Interests Z specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
Section 10.04
Distributions on the Uncertificated REMIC I Regular Interests Z.
(a)
On each
Distribution
Date the
Trustee
shall be deemed to
distribute
to itself,
as the holder of the
Uncertificated REMIC I Regular Interests,
the Uncertificated REMIC I Regular Interest
Distribution Amounts in the
following order of priority to the extent of the Available
Distribution
Amount reduced by
distributions
made to
the Class R-I Certificates pursuant to Section 4.02(a):
(i)
Uncertificated
Accrued Interest on the
Uncertificated
REMIC I Regular
Interests for such
Distribution
Date, plus any
Uncertificated
Accrued Interest thereon
remaining unpaid from any previous
Distribution
Date; and
(ii)
In accordance with the priority set forth in
Section 10.04(b),
an amount equal to the sum of the amounts
in
respect
of
principal
distributable
on each
Class
of
Certificates
(other
than
the
Class
R-I
Certificates) under Section 4.02(a), as allocated thereto pursuant
to Section 4.02(b), (c) and (d).
(b)
The amount described in
Section 10.04(a)(ii)
shall be deemed distributed to (i)
Uncertificated
REMIC I
Regular
Interest
U, (ii) Uncertificated REMIC I Regular Interest V, (iii)
Uncertificated
REMIC I Regular
Interest
W and (iv)
Uncertificated
REMIC I Regular Interest Y with the amount to be
distributed
allocated
among such
interests
in
accordance
with the
priority assigned to each
Related
Class of
Certificates
(other
than the
Class R-I
Certificates),
respectively,
under Section 4.02(b), (c) and (d) until the Uncertificated
Principal
Balance of each such interest is reduced to zero.
(c)
The
portion
of
the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amounts
described
in
Section 10.04(a)(ii)
shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority
assigned
to the REMIC II Certificates relative to that assigned to the REMIC
I Certificates under
Section 4.02(b),
(c) and
(d).
(d)
In determining
from time to time the
Uncertificated
REMIC I Regular Interest
Distribution
Amounts and
Uncertificated REMIC II Regular Interest Distribution Amounts:
(i)
Realized Losses allocated to the Class A-V Certificates
under
Section 4.05
shall be deemed allocated to
the
Uncertificated
REMIC II
Regular
Interests
Z
pro-rata
according
to the
respective
amounts
of
Uncertificated
Accrued
Interest
that
would
have
accrued
on such
Uncertificated
REMIC
II
Regular
Interests
Z for the
Distribution
Date for which such
allocation
is being made in the
absence of such
allocation;
(ii)
Realized Losses allocated to the Class A-6 and Class A-7
Certificates
under
Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest U;
(iii)
Realized
Losses
allocated
to the Class A-11 and Class A-12
Certificates
under
Section 4.05
shall be
deemed allocated to Uncertificated REMIC I Regular Interest V;
(iv)
Realized Losses allocated to the Class A-P Certificates
under
Section 4.05
shall be deemed allocated to
Uncertificated REMIC I Regular Interest W;
(v)
Realized
Losses
allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-8, Class
A-9, Class A-10,
Class A-13,
Class A-14,
Class R-II,
Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates
under
Section 4.05
shall be deemed allocated to
Uncertificated
REMIC I
Regular Interest Y; and
(vi)
Realized
Losses
allocated
to the
Uncertificated
REMIC II Regular
Interests Z under clause (i) above,
shall be deemed allocated, in each case, to the related
Uncertificated REMIC I Regular Interest Z.
(e)
On each
Distribution
Date the Trustee shall be deemed to distribute
from REMIC II,
in the priority set
forth in
Sections
4.02(a)
and (b),
to the
Holders
of each
Class of
Certificates
(other
than the Class R-I
Certificates)
the amounts
distributable
thereon from the
Uncertificated
REMIC I Regular Interest
Distribution
Amounts
deemed to have been
received
by REMIC II from
REMIC I under
this
Section 10.04.
The
amounts
deemed
distributed
hereunder
with
respect to the Class A-V
Certificates
shall be deemed to have been
distributed
in
respect of the
Uncertificated
REMIC II Regular
Interests Z in accordance
with their
respective
Uncertificated
REMIC II Regular Interest
Distribution
Amounts, as such Uncertificated
REMIC II Regular Interests Z comprise the
Class A-V Certificates.
(f)
Notwithstanding
the
deemed
distributions
on
the
Uncertificated
REMIC
I
Regular
Interests
and
Uncertificated
REMIC II Regular
Interests Z described
in this
Section
10.04,
distributions
of funds from the
Certificate Account shall be made only in accordance with Section
4.02.
Section 10.05
Compliance with Withholding Requirements.
Notwithstanding
any other
provision of this
Agreement,
the Trustee or any Paying Agent, as applicable,
shall
comply with all federal
withholding
requirements
respecting
payments
to
Certificateholders,
including
interest
or
original
issue
discount
payments or advances
thereof
that the
Trustee or any Paying
Agent,
as
applicable,
reasonably
believes are
applicable
under the Code. The consent of
Certificateholders
shall not be
required for such
withholding.
In the event the Trustee or any Paying
Agent,
as
applicable,
does withhold any
amount from interest or original issue discount payments or
advances thereof to any
Certificateholder
pursuant to
federal
withholding
requirements,
the Trustee or any Paying
Agent,
as
applicable,
shall
indicate the amount
withheld to such Certificateholder pursuant to the terms of such
requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section 11.02
Recordation of Agreement, Counterparts.
(See Section 11.02 of the Standard Terms)
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the Standard Terms)
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms)
Section 11.05
Notices.
All
demands
and
notices
hereunder
shall be in writing
and shall be deemed to have been duly given if
personally
delivered at or mailed by registered
mail,
postage
prepaid
(except for notices to the Trustee which
shall be deemed to have been duly given only when received),
to the appropriate
address for each recipient listed
in the table below or, in each case,
such other
address as may
hereafter
be
furnished in writing to the Master
Servicer, the Trustee and the Company, as applicable:
Recipient
Address
Company
8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention: President
Master Servicer
2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention: Managing Director/Master Servicing
Trustee
U.S. Bank National Association
Mail Code: EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attention:
Structured Finance/RFMSI 2007-S2
Yield Maintenance Agreement Provider
The address set forth in the Yield Maintenance Agreement
Fitch Ratings
One State Street Plaza
New York, New York
10004
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York
10007
Standard & Poor's
55 Water Street
New York, New York 10041
Any notice required or permitted to be mailed to a
Certificateholder
shall be given by first class mail,
postage
prepaid,
at the
address of such
Holder as shown in the
Certificate
Register.
Any notice so mailed
within the
time
prescribed
in this
Agreement
shall be
conclusively
presumed to have been duly given,
whether or not the
Certificateholder receives such notice.
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms)
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms)
Section 11.09
Allocation of Voting Rights.
96.0% of all Voting
Rights
shall be allocated
among
Holders of
Certificates,
other than the Interest
Only Certificates and the Class R Certificates,
in proportion to the outstanding
Certificate
Principal
Balances
of their respective
Certificates,
1.0% of all Voting Rights shall be allocated among the Holders of
the Class A-V
Certificates
in
accordance
with
their
respective
Percentage
Interests,
1.0% of all Voting
Rights
shall be
allocated
among the
Holders
of the
Class A-7
Certificates
in
accordance
with
their
respective
Percentage
Interests,
1.0% of all Voting
Rights
shall be
allocated
among the
Holders of the Class A-12
Certificates
in
accordance with their respective
Percentage
Interests and 0.50% and 0.50% of all Voting Rights shall be
allocated
among the Holders of the Class R-I and Class R-II Certificates,
respectively,
in accordance with their respective
Percentage Interests.
Section 11.10
No Petition.
(See Section 11.10 of the Standard Terms).
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE XII OF THE STANDARD TERMS)
IN WITNESS
WHEREOF,
the
Company,
the Master
Servicer
and the Trustee
have caused
their names to be
signed hereto by their respective
officers
thereunto duly authorized and their respective
seals,
duly attested,
to be hereunto affixed, all as of the day and year first above
written.
[Seal]
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest:
By:
Name: Heather Anderson
Name: Jeffrey Blaschko
Title:
Vice President
Title:
Vice President
[Seal]
RESIDENTIAL FUNDING COMPANY, LLC
Attest:
By:
Name: Jeffrey Blaschko
Name: Heather Anderson
Title:
Associate
Title:
Associate
[Seal]
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
Attest:
By:
Name:
Name:
Title:
Title:
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the _____ day of February,
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
____________________________________
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ____ day of February,
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
corporations that executed the within
instrument,
and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official
seal the day and year
in this certificate first above written.
Notary Public
______________________________
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF RAMSEY
)
On the ___ day of
February,
2007 before me, a notary
public in and for said State,
personally
appeared
_________________________,
known
to me
to
be
an
_________________________
of
U.S.
Bank
National
Association,
a national banking
association that executed the within
instrument,
and also known to me to be the
person who executed it on behalf of said national
banking
association
and
acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official
seal the day and year
in this certificate first above written.
Notary Public
_____________________________
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(AVAILABLE FROM THE COMPANY UPON REQUEST)
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(AVAILABLE FROM THE COMPANY UPON REQUEST)
Schedule of Discount Fractions
Loan Number
Current Balance
Net Mortgage Rate
Discount Fraction
PO Balance
10796512
$294,937.78
5.970%
.5000%
$1,474.69
10811262
$859,500.00
5.720%
4.6667%
$40,110.00
10814234
$335,260.92
5.970%
.5000%
$1,676.30
10821346
$475,000.00
5.970%
.5000%
$2,375.00
10821400
$316,950.81
5.595%
6.7500%
$21,394.18
10826126
$773,600.00
5.970%
.5000%
$3,868.00
10826142
$735,000.00
5.720%
4.6667%
$34,300.00
10828224
$224,986.32
5.970%
.5000%
$1,124.93
10839610
$720,000.00
5.970%
.5000%
$3,600.00
10840370
$428,000.00
5.970%
.5000%
$2,140.00
10840586
$579,436.28
5.845%
2.5833%
$14,968.77
10840596
$294,924.12
5.845%
2.5833%
$7,618.87
10841060
$256,056.82
5.970%
.5000%
$1,280.28
10841470
$104,698.14
5.845%
2.5833%
$2,704.70
10841978
$935,111.89
5.970%
.5000%
$4,675.56
10842046
$131,974.66
5.970%
.5000%
$659.87
10843296
$266,577.46
5.345%
10.9167%
$29,101.37
10845684
$935,600.00
5.595%
6.7500%
$63,153.00
10847828
$1,278,785.49
5.970%
.5000%
$6,393.93
10848336
$439,200.00
5.970%
.5000%
$2,196.00
10848496
$1,400,000.00
5.970%
.5000%
$7,000.00
10848660
$537,600.00
5.970%
.5000%
$2,688.00
10848662
$999,900.00
5.970%
.5000%
$4,999.50
10851146
$228,760.91
5.470%
8.8333%
$20,207.21
10851152
$325,975.17
5.720%
4.6667%
$15,212.17
10851160
$880,000.00
5.845%
2.5833%
$22,733.33
10851170
$775,000.00
5.970%
.5000%
$3,875.00
10851196
$512,000.00
5.720%
4.6667%
$23,893.33
10859312
$568,000.00
5.845%
2.5833%
$14,673.33
10859316
$501,523.68
5.970%
.5000%
$2,507.62
10859318
$880,000.00
5.970%
.5000%
$4,400.00
10859332
$219,681.09
5.720%
4.6667%
$10,251.78
10859336
$528,000.00
5.970%
.5000%
$2,640.00
10860176
$1,000,000.00
5.970%
.5000%
$5,000.00
10860554
$295,900.00
5.970%
.5000%
$1,479.50
10860620
$207,797.84
5.845%
2.5833%
$5,368.11
10861560
$481,000.00
5.970%
.5000%
$2,405.00
10861570
$514,950.00
5.970%
.5000%
$2,574.75
10861578
$525,988.27
5.845%
2.5833%
$13,588.03
10864688
$268,000.00
5.970%
.5000%
$1,340.00
10864710
$128,800.00
5.970%
.5000%
$644.00
10864748
$562,500.00
5.970%
.5000%
$2,812.50
10864750
$1,287,000.00
5.970%
.5000%
$6,435.00
10864760
$702,400.00
5.970%
.5000%
$3,512.00
10865138
$960,000.00
5.970%
.5000%
$4,800.00
10865734
$246,965.45
5.970%
.5000%
$1,234.83
10871676
$160,200.00
5.970%
.5000%
$801.00
10871758
$490,000.00
5.970%
.5000%
$2,450.00
10871768
$584,000.00
5.970%
.5000%
$2,920.00
10871770
$472,000.00
5.970%
.5000%
$2,360.00
10877960
$209,100.00
5.970%
.5000%
$1,045.50
10877982
$170,000.00
5.845%
2.5833%
$4,391.67
10879128
$485,039.34
5.970%
.5000%
$2,425.20
10879534
$799,222.45
5.845%
2.5833%
$20,646.58
10879538
$213,297.42
5.970%
.5000%
$1,066.49
10879556
$959,089.11
5.970%
.5000%
$4,795.45
10879576
$999,028.06
5.845%
2.5833%
$25,808.22
10879584
$790,000.00
5.970%
.5000%
$3,950.00
10879592
$1,329,000.00
5.970%
.5000%
$6,645.00
10879912
$231,100.00
5.970%
.5000%
$1,155.50
10879918
$168,000.00
5.970%
.5000%
$840.00
10879980
$798,000.00
5.970%
.5000%
$3,990.00
10879982
$999,028.06
5.845%
2.5833%
$25,808.22
10879994
$728,000.00
5.970%
.5000%
$3,640.00
10879996
$540,150.00
5.970%
.5000%
$2,700.75
10879998
$880,000.00
5.470%
8.8333%
$77,733.33
10880008
$919,127.07
5.970%
.5000%
$4,595.64
10880602
$302,400.00
5.970%
.5000%
$1,512.00
10881096
$640,000.00
5.970%
.5000%
$3,200.00
10881416
$309,100.00
5.970%
.5000%
$1,545.50
10881426
$154,700.00
5.970%
.5000%
$773.50
10881542
$759,278.88
5.970%
.5000%
$3,796.39
10882204
$205,500.00
5.845%
2.5833%
$5,308.75
10882630
$135,200.00
5.970%
.5000%
$676.00
10883866
$120,000.00
5.970%
.5000%
$600.00
10884162
$650,134.37
5.970%
.5000%
$3,250.67
10884606
$168,500.00
5.970%
.5000%
$842.50
10884722
$450,550.00
5.345%
10.9167%
$49,185.04
10886754
$202,200.00
5.970%
.5000%
$1,011.00
10886812
$124,200.00
5.970%
.5000%
$621.00
10886866
$644,400.00
5.970%
.5000%
$3,222.00
10887254
$411,559.12
5.970%
.5000%
$2,057.80
10889114
$152,000.00
5.970%
.5000%
$760.00
10889198
$760,000.00
5.720%
4.6667%
$35,466.67
10889738
$223,000.00
5.720%
4.6667%
$10,406.67
11148915
$519,010.63
5.970%
.5000%
$2,595.05
11166205
$974,393.15
5.970%
.5000%
$4,871.97
11166209
$439,121.76
5.720%
4.6667%
$20,492.35
11166305
$696,574.37
5.845%
2.5833%
$17,994.84
11166319
$499,499.83
5.845%
2.5833%
$12,903.75
11168809
$524,600.00
5.845%
2.5833%
$13,552.17
11169827
$490,592.20
5.970%
.5000%
$2,452.96
11171001
$522,978.80
5.845%
2.5833%
$13,510.29
11171009
$578,869.68
5.845%
2.5833%
$14,954.13
11171043
$618,791.71
5.845%
2.5833%
$15,985.45
11171117
$439,162.84
5.970%
.5000%
$2,195.81
11171155
$465,000.00
5.720%
4.6667%
$21,700.00
11171167
$490,000.00
5.970%
.5000%
$2,450.00
11171223
$598,858.43
5.970%
.5000%
$2,994.29
11171231
$490,000.00
5.970%
.5000%
$2,450.00
11171249
$647,641.55
5.470%
8.8333%
$57,208.34
11171255
$600,000.00
5.970%
.5000%
$3,000.00
11171269
$578,868.82
5.845%
2.5833%
$14,954.11
11171271
$524,001.11
5.970%
.5000%
$2,620.01
11171275
$552,000.00
5.595%
6.7500%
$37,260.00
11171355
$649,217.35
5.970%
.5000%
$3,246.09
11171367
$525,197.32
5.970%
.5000%
$2,625.99
11173333
$471,008.15
5.970%
.5000%
$2,355.04
11173337
$438,740.99
5.970%
.5000%
$2,193.71
11173339
$464,742.15
5.595%
6.7500%
$31,370.10
11173347
$424,900.22
5.595%
6.7500%
$28,680.76
11173357
$877,481.99
5.970%
.5000%
$4,387.41
11173367
$582,328.98
5.970%
.5000%
$2,911.64
11173369
$800,000.00
5.970%
.5000%
$4,000.00
11173375
$734,169.55
5.970%
.5000%
$3,670.85
11173381
$498,569.34
5.970%
.5000%
$2,492.85
11173399
$450,706.67
5.970%
.5000%
$2,253.53
11173417
$944,419.85
5.970%
.5000%
$4,722.10
11173787
$448,000.00
5.845%
2.5833%
$11,573.33
11179889
$960,602.79
5.845%
2.5833%
$24,815.57
11184871
$480,000.00
5.845%
2.5833%
$12,400.00
11185045
$159,832.95
5.470%
8.8333%
$14,118.58
11189093
$99,905.11
5.970%
.5000%
$499.53
11189781
$628,801.35
5.970%
.5000%
$3,144.01
11191493
$438,157.79
5.970%
.5000%
$2,190.79
11195155
$962,000.00
5.970%
.5000%
$4,810.00
11195291
$493,531.28
5.970%
.5000%
$2,467.66
11196777
$724,260.83
5.595%
6.7500%
$48,887.61
11196789
$511,181.84
5.970%
.5000%
$2,555.91
11198005
$705,000.00
5.845%
2.5833%
$18,212.50
11198281
$516,000.00
5.970%
.5000%
$2,580.00
11200289
$114,890.89
5.970%
.5000%
$574.45
11200337
$825,000.00
5.845%
2.5833%
$21,312.50
11201049
$478,587.71
5.970%
.5000%
$2,392.94
11206023
$544,000.00
5.970%
.5000%
$2,720.00
11207383
$562,000.00
5.720%
4.6667%
$26,226.67
11209311
$773,191.90
5.470%
8.8333%
$68,298.62
11215011
$361,256.90
5.970%
.5000%
$1,806.28
11215307
$550,000.00
5.970%
.5000%
$2,750.00
11217929
$296,718.19
5.970%
.5000%
$1,483.59
11218177
$377,623.70
5.720%
4.6667%
$17,622.44
11220291
$749,253.37
5.720%
4.6667%
$34,965.16
11221221
$399,601.80
5.720%
4.6667%
$18,648.08
11221223
$480,000.00
5.970%
.5000%
$2,400.00
11221233
$475,615.00
5.720%
4.6667%
$22,195.37
11222203
