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 OCTOBER 30, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 30, 2006
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-SA4
TABLE OF CONTENTS
(continued)
PAGE
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01
Definitions.......................................................................4
Section 1.02
Use of Words and
Phrases.........................................................20
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................20
Section 2.01
Conveyance of Mortgage
Loans.....................................................20
Section 2.02
Acceptance by
Trustee............................................................20
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.20
Section 2.04
Representations and Warranties of
Sellers........................................23
Section 2.05
Execution and Authentication of Certificates/Issuance of
Certificates............25
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by
the Trustee
....................................................................25
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC
II.........................25
Section 2.08
Purposes and Powers of the
Trust.................................................26
Section 2.09
Agreement Regarding Ability to
Disclose..........................................26
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................26
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................28
Section 4.01
Certificate
Account..............................................................28
Section 4.02
Distributions....................................................................28
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act
Reporting
......................................................................36
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer
.......................................................................36
Section 4.05
Allocation of Realized
Losses....................................................36
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property....................37
Section 4.07
Optional Purchase of Defaulted Mortgage
Loans....................................37
ARTICLE V
THE
CERTIFICATES..........................................................................37
Section 5.01
The
Certificates.................................................................37
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................39
Section 6.01
Respective Liabilities of the Company and Master
Servicer........................39
Section 6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights
and Delegation of Duties by Master
Servicer.....................................39
Section 6.03
Limitation on Liability of the Company, Master Servicer and
Others...............39
Section 6.04
Company and Master Servicer Not to
Resign........................................39
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)...........................................40
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)...........................40
ARTICLE IX
TERMINATION (SEE ARTICLE IX OF THE STANDARD
TERMS)........................................40
ARTICLE X
REMIC
PROVISIONS..........................................................................40
Section 10.01
REMIC
Administration.............................................................40
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification.................40
Section 10.03
Designation of
REMIC(s)..........................................................40
Section 10.04
Distributions on the Uncertificated REMIC I Regular
Interests....................40
Section 10.05
Compliance with Withholding
Requirements.........................................42
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................42
Section 11.01
Amendment........................................................................42
Section 11.02
Recordation of Agreement.;
Counterparts..........................................42
Section 11.03
Limitation on Rights of
Certificateholders.......................................42
Section 11.04
Governing
Laws...................................................................42
Section 11.05
Notices..........................................................................42
Section 11.06
Required Notices to Rating Agency and
Subservicer................................43
Section 11.07
Severability of
Provisions.......................................................43
Section 11.08
Supplemental Provisions for
Resecuritization.....................................43
Section 11.09
Allocation of Voting
Rights......................................................43
Section 11.10
No
Petition......................................................................43
ARTICLE XII
COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF THE STANDARD
TERMS).....................43
EXHIBITS
Exhibit One:
Mortgage Loan Schedule for Loan Group I
Exhibit Two:
Mortgage Loan Schedule for Loan Group II
Exhibit Three:
Mortgage Loan Schedule for Loan Group III
Exhibit Four:
Information to be Included in Monthly Distribution Date Statement
Exhibit Five:
Standard Terms of Pooling and Servicing
Agreement dated as of October 30, 2006
This is a Series
Supplement,
dated as of October 30, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of October 30, 2006 and attached as Exhibit Five hereto
(the "Standard
Terms" and,
together with this
Series Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as
the company (together with its permitted successors and assigns,
the "Company"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer
(together with its permitted successors and assigns, the "Master
Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as Trustee (together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively,
the "Certificates"),
to be issued hereunder in
multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest in the Trust Fund.
As provided
herein,
the REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
described in the definition of
REMIC I (as defined
herein),
and subject to this Agreement
(including the Mortgage Loans but excluding the Initial
Monthly
Payment
Fund),
as a real estate
mortgage
investment
conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets
will be designated as "REMIC I." The
Uncertificated
REMIC I Regular
Interests
will be "regular
interests" in REMIC I and the Class
R-I
Certificates
will be the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as
defined herein).
A segregated pool of assets consisting of the
Uncertificated
REMIC I Regular Interests will be designated as "REMIC II" and the
REMIC
Administrator
will make a separate
REMIC
election
with respect
thereto.
The
Uncertificated
REMIC II Regular
Interests
will be
"regular
interests"
in REMIC II and the Class
R-II
Certificates
will be the sole
class of
"residual
interests"
in REMIC II for
purposes of the REMIC Provisions (as defined herein).
A segregated pool of assets
consisting of the
Uncertificated
REMIC II Regular
Interests
will be designated as "REMIC III" and the REMIC
Administrator
will make a separate
REMIC
election with respect
thereto.
The Class I-A-1
Certificates,
Class
I-A-2
Certificates,
Class
II-A-1
Certificates,
Class
II-A-2
Certificates,
Class
III-A-1
Certificates,
Class III-A-X-1 Certificates,
Class III-A-2 Certificates, Class III-A-3 Certificates, Class M-1
Certificates, Class M-2
Certificates,
Class M-3
Certificates,
Class B-1 Certificates,
Class B-2 Certificates and Class B-3
Certificates,
will be "regular
interests" in REMIC III and the Class R-III
Certificates
will be the sole class of "residual
interests"
therein for purposes of the
REMIC Provisions.
The terms and
provisions
of the
Standard
Terms are hereby
incorporated
by
reference
herein as though set forth in full
herein.
If any term or
provision
contained
herein
shall
conflict
with or be
inconsistent
with any
provision
contained in the
Standard Terms, the terms and provisions of this Series Supplement
shall govern.
Any
cross-reference
to a section of the Pooling and
Servicing Agreement,
to the extent the terms of the Standard Terms and Series Supplement
conflict with respect to that section,
shall
be a
cross-reference
to the related section of the Series
Supplement.
All capitalized terms not otherwise defined herein shall have
the
meanings
set forth in the
Standard
Terms.
The Pooling
and
Servicing
Agreement
shall be dated as of the date of this Series
Supplement.
The following
table
irrevocably
sets forth the
designation,
the
Uncertificated
REMIC I
Pass-Through
Rate, the initial
Uncertificated
Principal
Balance,
and for
purposes of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii),
the "latest
possible
maturity
date"
for each of the
Uncertificated
REMIC I
Regular
Interests.
None of the
Uncertificated
REMIC I
Regular
Interests will be certificated.
INITIAL
UNCERTIFICATED
UNCERTIFICATED REMIC
---------------------
LATEST
DESIGNATION
I PASS-THROUGH RATE
PRINCIPAL BALANCE
POSSIBLE MATURITY(1)
Uncertificated REMIC I Regular Interest I-A
Variable (2)
$
121.66
November 25, 2036
Uncertificated REMIC I Regular Interest I-B
Variable (2)
$
2,703.35
November 25, 2036
Uncertificated REMIC I Regular Interest II-A
Variable (2)
$
832.54
November 25, 2036
Uncertificated REMIC I Regular Interest II-B
Variable (2)
$
18,500.02
November 25, 2036
Uncertificated REMIC I Regular Interest III-A
Variable (2)
$
316.10
November 25, 2036
Uncertificated REMIC I Regular Interest III-B
Variable (2)
$
7024.13
November 25, 2036
Uncertificated REMIC I Regular Interest ZZZ
Variable (2)
$282,245,408.89
November 25, 2036
Uncertificated REMIC I Regular Interest R-II
Variable (2)
$
67.00
November 25, 2036
_______________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest
maturity
date has been
designated as the "latest
possible
maturity
date" for each
Uncertificated REMIC I Regular Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC I Pass-Through Rate" herein.
The following table
irrevocably
sets forth the
designation,
the
Uncertificated
REMIC II
Pass-Through
Rate, the initial
Uncertificated
Principal
Balance,
and for
purposes of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii),
the "latest
possible
maturity
date" for each of the
Uncertificated
REMIC II
Regular
Interests.
None of the
Uncertificated
REMIC II Regular
Interests will be certificated.
INITIAL
UNCERTIFICATED
UNCERTIFICATED
REMIC II
------------------
RELATED CLASS(ES) OF
LATEST
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
CERTIFICATES
POSSIBLE MATURITY(1)
Uncertificated REMIC II Regular Interest I-A-1
Variable(2)
$ 24,654,000
Class I-A-1
November 25, 2036
Uncertificated REMIC II Regular Interest I-A-2
Variable(2)
$ 1,162,000
Class I-A-2
November 25, 2036
Uncertificated REMIC II Regular Interest II-A-1
Variable(2)
$159,008,000
Class II-A-1
November 25, 2036
Uncertificated REMIC II Regular Interest II-A-2
Variable(2)
$ 17,667,000
Class II-A-2
November 25, 2036
Uncertificated REMIC II Regular Interest III-A-1
Variable(2)
$ 25,000,000
Class III-A-1 and
November 25, 2036
Class III-A-X-1
Uncertificated REMIC II Regular Interest III-A-2
Variable(2)
$ 37,081,000
Class III-A-2
November 25, 2036
Uncertificated REMIC II Regular Interest III-A-3
Variable(2)
$ 5,000,000
Class III-A-3
November 25, 2036
Uncertificated REMIC II Regular Interest M-1
Variable(2)
$ 4,658,000
Class M-1
November 25, 2036
Uncertificated REMIC II Regular Interest M-2
Variable(2)
$ 2,964,000
Class M-2
November 25, 2036
Uncertificated REMIC II Regular Interest M-3
Variable(2)
$ 1,694,000
Class M-1
November 25, 2036
Uncertificated REMIC II Regular Interest B-1
Variable(2)
$
1,553,000
Class B-1
November 25, 2036
Uncertificated REMIC II Regular Interest B-2
Variable(2)
$1,129,000
Class B-2
November 25, 2036
Uncertificated REMIC II Regular Interest B-3
Variable(2)
$704,874
Class B-3
November 25, 2036
Uncertificated REMIC II Regular Interest R-III
Variable(2)
$34
Class R-III
November 25, 2036
_______________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest
maturity
date has been
designated as the "latest
possible
maturity
date" for each
Uncertificated REMIC II Regular Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC II Pass-Through Rate" herein.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising the interests in the Trust Fund created
hereunder.
AGGREGATE INITIAL
PASS-THROUGH
CERTIFICATE
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE FEATURES(1)
DATE
MOODY'S
DENOMINATIONS(2)
Class I-A-1
Variable
$24,654,000
Super Senior
November 25, 2036
AAA/Aaa
$
25,000
Rate(3)
Variable
Class I-A-2
Rate(3)
$ 1,162,000
Super Senior Support
November 25, 2036
AAA/Aa1
$
25,000
Class II-A-1
Variable
$159,008,000
Super Senior
November 25, 2036
AAA/Aaa
$
25,000
Rate(3)
Class II-A-2
Variable
$17,667,000
Super Senior Support
November 25, 2036
AAA/Aaa
$
25,000
Rate(3)
Class III-A-1
Variable
$25,000,000
Super Senior
November 25, 2036
AAA/Aaa
$
25,000
Rate(5)
Class III-A-X-1
Fixed Rate(7)
Notional(6)
Super
Senior/Interest Only
November 25, 2036
AAA/Aaa
$
2,000,000
Class III-A-2
Variable
$37,081,000
Super Senior
November 25, 2036
AAA/Aa1
$
25,000
Rate(3)
Class III-A-3
Variable
$ 5,000,000
Super Senior Support
November 25, 2036
AAA/Aa1
$
25,000
Rate(3)
Class M-1
Variable
$ 4,658,000
Mezzanine
November 25, 2036
AA/Aa2
$
25,000
Rate(4)
Class M-2
Variable
$ 2,964,000
Mezzanine
November 25, 2036
A/A2
$
250,000
Rate(4)
Class M-3
Variable
$ 1,694,000
Mezzanine
November 25, 2036
BBB/Baa2
$
250,000
Rate(4)
Class R-I
Variable
$
33.00
Senior/Residual
November 25, 2036
AAA/NA
20%
Rate(3)
Class R-II
Variable
$
33.00
Senior/Residual
November 25, 2036
AAA/NA
20%
Rate(3)
Class R-III
Variable
$
34.00
Senior/Residual
November 25, 2036
AAA/NA
20%
Rate(3)
Class B-1
Variable
$
1,553,000
Subordinate
November 25, 2036
BB/NA
$
250,000
Rate(4)
Class B-2
Variable
$1,129,000
Subordinate
November 25, 2036
B/NA
$
250,000
Rate(4)
Class B-3
Variable
$704,874
Subordinate
November 25, 2036
NA/NA
$
250,000
Rate(4)
___________________
(1)
The Class I-A-1,
Class
I-A-2,
Class
II-A-1,
Class
II-A-2,
Class
III-A-1,
Class
III-A-X-1,
Class III-A-2,
Class III-A-3 and Class M
Certificates shall be Book-Entry Certificates. The Class R and
Class B
Certificates
shall be
delivered
to the holders
thereof in physical
form.
(2)
The
Certificates
(other
than
the
Class R
Certificates)
shall be
issuable
in
minimum
dollar
denominations
as
indicated
above (by
Certificate Principal Balance) and integral multiples of $1 (or
$1,000
in the case of the Class B-1, Class B-2 and Class B-3 Certificates)
in
excess
thereof,
except
that
one
Certificate
of
the
Class
B-3
Certificates
that
contains
an uneven
multiple
of $1,000
shall be
issued
in a
denomination
equal
to the sum of the
related
minimum
denomination
set forth above and such uneven
multiple for such Class
or the sum of such
denomination
and an integral
multiple of $1,000.
The Class R Certificates shall be issuable in minimum denominations
of
not less than a 20% Percentage Interest;
provided,
however, that one
of each of the Class R
Certificates
will be issuable to
Residential
Funding as a "tax matters person" pursuant to Section 10.01(c) and
(e)
in a minimum
denomination
representing a Percentage
Interest of not
less than 0.01%.
(3)
With respect to the Class I-A, Class II-A, Class III-A (other than
the
Class III-A-1
Certificates and the Class III-A-X-1
Certificates) and
Class R
Certificates,
the
Pass-Through
Rate
will be
equal to the
weighted average of the Net Mortgage Rates on Group I Loans,
Group II
Loans,
Group III Loans and Group I Loans,
respectively.
The Initial
Pass-Through Rate for the Class I-A, Class II-A, Class III-A and
Class
R Certificates
will be equal to approximately
5.916065%,
6.164073%,
6.226428% and 5.916065% per annum, respectively.
(4)
For any
Distribution
Date, the
Pass-Through
Rate on the Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates
will be
equal to the
weighted
average
of the Net WAC
Rates on the
Group I, Group II and Group III Loans,
weighted in
proportion to the
related Subordinate
Component.
The initial
Pass-Through Rate on the
Class M-1,
Class M-2,
Class M-3,
Class B-1, Class B-2 and Class B-3
Certificates will be equal to approximately, 6.155832% per annum.
(5)
The Pass-Through Rate for the Class III-A-1 Certificates will be
equal
to the excess of (i) the weighted
average net
mortgage
rates on the
group
III
loans
over
(ii)
0.376428%
per
annum.
The
initial
pass-through rate for the Class III-A-1
Certificates will be equal to
approximately 5.85% per annum.
(6)
The Class III-A-X-1
Certificates do not have a certificate
principal
balance. For the purpose of calculating interest payments, interest
on
the Class
III-A-X-1
Certificates
will
accrue on a notional
amount
equal
to the
certificate
principal
balance
of the
Class
III-A-1
Certificates, which is initially equal to approximately
$25,000,000.
(7)
The
Pass-Through
Rate on the Class
III-A-X-1
Certificates
will be
equal to 0.376428% per annum.
The Mortgage
Loans have an aggregate
principal
balance as of the Cut-off
Date of $282,274,973.69.
In
consideration
of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee
agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accrued Certificate Interest:
With respect to each Distribution Date, as to any Class or Subclass
of Certificates, interest
accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance or Notional
Amount, as applicable, thereof immediately prior to such
Distribution Date.
Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months.
In each case Accrued Certificate Interest on any Class of
Certificates
will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls
on all
Mortgage
Loans in the related
Loan Group (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided
in Section 4.01),
(ii)
any other interest
shortfalls
not covered by the
subordination
provided by the Class M
Certificates
and Class B
Certificates,
including
interest that is not collectible from the Mortgagor
pursuant to the
Servicemembers
Civil
Relief Act, as amended,
or similar
legislation
or
regulations
as in effect from time to time,
all
allocated as
described below.
The Group I Senior
Percentage
of these
reductions
with
respect to the Group I Loans,
will be
allocated
among the Holders of the
Group I Certificates,
in proportion to the amounts of Accrued Certificate
Interest that would have been payable to those Certificates
from the Group I Loans on that
Distribution
Date absent such
reductions.
The Group II Senior
Percentage of these
reductions
with
respect to the Group II Loans will be
allocated
among the
Holders of the Group II
Certificates,
in
proportion
to the
amounts of
Accrued
Certificate
Interest that would have been payable to those
Certificates
from the Group II Loans on that
Distribution
Date
absent such
reductions.
The Group III Senior
Percentage of these
reductions with respect to the Group III Loans,
will be allocated
among the Holders of the Group III
Certificates,
in
proportion to the amounts of Accrued
Certificate
Interest that would have been
payable to those
Certificates
from the Group III Loans on that
Distribution
Date absent such reductions.
The remainder of all such
reductions
will be
allocated
among the Holders of the Class M
Certificates
and the Class B
Certificates
in
proportion
to their
respective
amounts of Accrued
Certificate
Interest payable on such
Distribution
Date absent such
reductions.
In addition to that
portion of the reductions
described in the preceding
sentences
that are allocated to any Class of Class A Certificates
or any Class
of Class B Certificates or any Class of Class M
Certificates,
Accrued
Certificate
Interest on such Class of Class B Certificates or
such Class of Class M Certificates
will be reduced by the interest
portion of Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjustment
Date: As to each
Mortgage
Loan,
each date set forth in the related
Mortgage Note on which an adjustment to the
interest rate on such Mortgage Loan becomes effective.
Available
Distribution
Amount:
With
respect to each Loan Group,
the excess of (i) the sum of (a) the amount
described in
the
definition of Available
Distribution
Amount in the Standard
Terms and (b) the amount
allocated to the
Available
Distribution
Amount for such Loan Group
pursuant to Section
4.02(d) over (ii) any amount
allocated to the
Available
Distribution
Amount of any
other Loan Group pursuant to Section 4.02(d).
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date and each Loan Group, the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of the related Mortgage Loans during the prior calendar
month and reimbursed
to the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section
3.10(a)(vii),
plus the Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and reimbursed to the Master
Servicer or
Subservicer on or prior to such Distribution Date, provided,
however,
that at no time can the Capitalization
Reimbursement Amount be
more than five percent of the aggregate
Cut-Off Date Principal
Balance of the Mortgage
Loans in the related Loan Group,
unless such
limit is increased from time to time with the consent of the Rating
Agencies.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date and each Loan Group,
the amount,
if any, by
which the amount of Advances
or
Servicing
Advances
that were added to the Stated
Principal
Balance of the
Mortgage
Loans in the
related Loan Group during the preceding
calendar
month exceeds the amount of principal
payments on those
Mortgage Loans included in
the related Available Distribution Amount for that Distribution
Date.
Certificate:
Any Class A Certificate, Class M Certificate, Class B Certificate
or Class R Certificate.
Certificate
Account:
The
separate
account or accounts
created and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled
"U.S.
Bank National
Association,
as trustee,
in trust for the
registered
holders of
Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 2006-SA4" and which must be an Eligible
Account.
Certificate
Group:
With
respect to (i) Loan Group I, the Class I-A-1
Certificates,
the Class I-A-2
Certificates
and the
Class R
Certificates,
(ii) Loan Group II, the Class II-A-1
Certificates and the Class II-A-2
Certificates and (iii) Loan Group III,
the Class III-A-1 Certificates, the Class III-A-X-1 Certificates,
the Class III-A-2 Certificates and the Class III-A-3 Certificates.
Class A Certificate:
Any one of the Group I Certificates
(other than the Class R
Certificates),
the Group II
Certificates
or the Group III
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the Standard Terms as Exhibit A.
Class I-A Certificates:
The Class I-A-1 Certificates and the Class I-A-2 Certificates.
Class II-A Certificates:
The Class II-A-1 Certificates and the Class II-A-2 Certificates.
Class III-A Certificates:
The Class III-A-1 Certificates,
the Class III-A-X-1
Certificates,
the Class III-A-2 Certificates
and the Class III-A-3 Certificates.
Class R
Certificate:
Any one of the
Class
R-I,
Class
R-II and Class
R-III
Certificates
executed
by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit D and evidencing an
interest designated as a "residual interest" in the each REMIC for
purposes of the REMIC Provisions.
Closing Date:
October 30, 2006.
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement
shall be
administered,
which office at the date of the execution of this Agreement is
located at U.S.
Bank National Association, EP-MN-WS3D, 60 Livingston Avenue, St.
Paul, Minnesota 55107, Attention: Structured Finance/RFMSI
2006-SA4.
Custodial
File:
Any
mortgage
loan
document in the
Mortgage
File that is required to be
delivered to the Trustee or the
Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date:
October 1, 2006.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to such Distribution Date.
Due Period:
With respect to each Distribution Date and any Mortgage Loan, the
calendar month of such Distribution Date.
Group I
Certificate:
Any one of the Class I-A
Certificates
and the
Class R
Certificates,
executed
by the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit A and Exhibit
D, each
such Certificate
(other than the Class R Certificates)
representing an interest
designated as a "regular
interest" in REMIC III for
purposes of the REMIC Provisions, and representing an undivided
interest in Loan Group I.
Group I Loans:
The Mortgage Loans designated in Exhibit One.
Group I Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(W).
Group I Senior
Percentage:
As of each Distribution Date, the lesser of 100% and a fraction,
expressed as a percentage,
the
numerator of which is the aggregate
Certificate
Principal Balance of the Group I Certificates
immediately prior to such Distribution
Date and the denominator of which is the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or related REO Properties)
in Loan Group I immediately prior to such Distribution Date.
Group I Senior Principal
Distribution
Amount:
As to any
Distribution
Date, the lesser of (a) the balance of the Available
Distribution
Amount
related to Loan Group I remaining
after the
distribution
therefrom of all amounts
required to be
distributed
therefrom
pursuant to
Section 4.02(a)(i)(W)
of this Series
Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom to the Group I Certificateholders on such Distribution
Date pursuant to Section 4.02(a)(ii) and Section 4.02(a)(xvi).
Group I Subordinate
Component:
On any date of
determination,
the excess of the aggregate Stated
Principal
Balance of the
Group I Loans as of such date over the aggregate Certificate
Principal Balance of the Group I Certificates then outstanding.
Group II
Certificate:
Any one of the Class II-A
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as
Exhibit
A, each such
Certificate
evidencing
an
interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions and
representing an undivided
interest in Loan
Group II.
Group II Loans:
The Mortgage Loans designated in Exhibit Two.
Group II Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(X).
Group II Senior Percentage:
As of each Distribution Date, the lesser of 100% and a fraction,
expressed as a percentage,
the
numerator of which is the aggregate Certificate
Principal Balance of the Group II Certificates
immediately prior to such Distribution
Date and the denominator of which is the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or related REO Properties)
in Loan Group II immediately prior to such Distribution Date.
Group II Senior Principal
Distribution
Amount:
As to any Distribution
Date, the lesser of (a) the balance of the Available
Distribution
Amount
related to Loan Group II remaining
after the
distribution
therefrom of all amounts
required to be distributed
therefrom
pursuant to
Section 4.02(a)(i)(X)
of this Series
Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom to the Group II Certificateholders on such Distribution
Date pursuant to Section 4.02(a)(ii) and Section 4.02(a)(xvi).
Group II Subordinate
Component:
On any date of
determination,
the excess of the aggregate Stated Principal
Balance of the
Group II Loans as of such date over the aggregate Certificate
Principal Balance of the Group II Certificates then outstanding.
Group III
Certificate:
Any one of the Class
III-A-1
Certificates,
the Class
III-A-X-1
Certificates,
the Class
III-A-2
Certificates and the Class III-A-3 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form
annexed
to the
Standard
Terms as Exhibit A, each such
Certificate
evidencing
an
interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
representing an undivided interest in Loan Group III.
Group III Loans:
The Mortgage Loans designated in Exhibit Three.
Group III Senior Interest Distribution Amount:
As defined in Section 4.02(a)(i)(Y).
Group III Senior
Percentage:
As of each
Distribution
Date,
the lesser of 100% and a fraction,
expressed as a percentage,
the
numerator
of which is the
aggregate
Certificate
Principal
Balance
of the Group III
Certificates
immediately
prior to such
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) in Loan Group III immediately prior to such
Distribution Date.
Group III Senior Principal
Distribution
Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available
Distribution
Amount related to Loan Group III remaining
after the
distribution
therefrom of all amounts
required to be distributed
therefrom
pursuant to
Section 4.02(a)(i)(Y)
of this Series
Supplement,
and (b) the sum of the amounts
required to be
distributed
therefrom to the Group III Certificateholders on such Distribution
Date pursuant to Section 4.02(a)(ii) and Section 4.02(a)(xvi).
Group III Subordinate
Component:
On any date of
determination,
the excess of the aggregate Stated Principal Balance of the
Group III Loans as of such date over the aggregate Certificate
Principal Balance of the Group III Certificates then outstanding.
Index:
With respect to any Mortgage Loan and as to any Adjustment
Date therefor,
the related index as stated in the related
Mortgage Note.
Indirect
Depository
Participant:
An
institution
that is not a Depository
Participant
but clears
through or maintains a
custodial relationship with Participants and has access to the
Depository's clearing system.
Initial
Monthly Payment Fund:
$0.00
representing
scheduled
principal
amortization
and interest at the Net Mortgage Rate
during the month of October
2006,
for those
Mortgage
Loans for which the Trustee
will not be entitled to receive
such
payment in
accordance with the definition of "Trust Fund."
The Initial Monthly Payment Fund will not be part of any REMIC.
Initial Notional Amount:
With respect to the Class III-A-X-1 Certificates, $25,000,000.
Initial Rate Cap: With respect to each Mortgage Loan and the
initial
Adjustment
Date,
the rate cap that limits the increase
or the decrease of the related Mortgage Rate on the initial
Adjustment Date pursuant to the terms of the related Mortgage Note.
Initial
Subordinate Class
Percentage:
With respect to each Class of Subordinate
Certificates,
an amount which is equal to
the
initial
aggregate
Certificate
Principal
Balance of such Class of
Subordinate
Certificates
divided by the
aggregate
Stated
Principal Balance of all the Mortgage Loans as of the Cut-off Date
as follows:
Class M-1:
1.65%
Class B-1:
0.55%
Class M-2:
1.05%
Class B-2:
0.40%
Class M-3:
0.60%
Class B-3:
0.25%
Interest Accrual Period:
With respect to any
Certificates and any Distribution
Date, the calendar month preceding the month
in which such Distribution Date occurs.
Loan Group:
Loan Group I, Loan Group II or Loan Group III.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Maturity
Date:
With
respect
to each
Class
of
Certificates,
November
25,
2036,
the
Distribution
Date in the
month
immediately following the latest scheduled maturity date of any
Mortgage Loan.
Maximum
Mortgage
Rate:
As to any
Mortgage
Loan,
the rate
indicated
in Exhibit One,
Exhibit Two or Exhibit
Three,
as
applicable,
hereto as the "NOTE CEILING," which rate is the maximum
interest rate that may be applicable to such Mortgage Loan at any
time during the life of such Mortgage Loan.
Maximum
Net
Mortgage
Rate:
As to any
Mortgage
Loan and any date of
determination,
the Maximum
Mortgage
Rate for such
Mortgage Loan minus the per annum rate at which the Servicing Fee
is calculated.
Minimum
Mortgage
Rate: As to any Mortgage
Loan, the greater of (i) the Note Margin for such Mortgage Loan and
(ii) the rate
indicated
in Exhibit
One or
Exhibit
Two,
as
applicable,
hereto as the "NOTE
FLOOR" for such
Mortgage
Loan,
which rate may be
applicable to such Mortgage Loan at any time during the life of
such Mortgage Loan.
Mortgage
Loans:
Such of the mortgage loans,
including any Sharia
Mortgage
Loans,
transferred and assigned to the Trustee
pursuant
to
Section
2.01 as from
time to time are
held or
deemed
to be held as a part of the
Trust
Fund,
the
Mortgage
Loans
originally so held being
identified in the initial Mortgage Loan Schedule,
including,
without
limitation,
(i) with respect to each
Cooperative Loan, the related Mortgage Note,
Security
Agreement,
Assignment of Proprietary
Lease,
Cooperative
Stock
Certificate,
Cooperative Lease and Mortgage File and all rights
appertaining
thereto,
(ii) with respect to each Sharia Mortgage Loan, the related
Obligation to Pay, Sharia Mortgage Loan Security
Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment
Agreement and
Amendment of Security
Instrument
and Mortgage File and all rights
appertaining
thereto and (iii) with respect to each Mortgage Loan
other than a
Cooperative
Loan or a Sharia
Mortgage
Loan,
each related
Mortgage
Note,
Mortgage and Mortgage
File and all rights
appertaining thereto.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans attached
hereto as Exhibit One (with respect to the Group I
Loans),
Exhibit Two (with
respect to the Group II Loans) and Exhibit
Three
(with
respect to the Group III Loans) (as amended
from
time to time to reflect
the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the
following
information as to each Mortgage Loan in the related Loan Group:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
[RESERVED];
(g)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(k)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or
vacation residence;
(l)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner
occupied
residence;
(m)
whether such Mortgage Loan constitutes a Group I Loan, Group II
Loan or Group III Loan;
(n)
the Maximum Mortgage Rate ("NOTE CEILING");
(o)
the maximum Adjusted Mortgage Rate ("NET CEILING");
(p)
the Note Margin for the ("NOTE MARGIN");
(q)
the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT"); and
(r)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR").
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage
Rate: As to any Mortgage Loan, the interest rate borne by the
related
Mortgage
Note, or any
modification
thereto
other than a Servicing
Modification.
The Mortgage
Rate on the Mortgage
Loans will adjust on each
Adjustment
Date to equal the sum
(rounded to the nearest
multiple of
one-eighth
of one percent
(0.125%) or up to the nearest
one-eighth
of one percent,
which are
indicated by a "U" on Exhibit One,
Exhibit Two or Exhibit
Three,
as
applicable,
hereto,
except in the case of the Mortgage
Loans
indicated by an "X" on Exhibit One,
Exhibit Two or Exhibit
Three,
as
applicable,
hereto under the heading "NOTE
METHOD"),
of the
related Index plus the Note Margin,
in each case subject to the applicable
Initial Rate Cap,
Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Net Mortgage
Rate: As to each Mortgage
Loan, a per annum rate of interest
equal to the Adjusted
Mortgage Rate less the per
annum rate at which the Servicing Fee is
calculated;
provided
that,
(i) the Net Mortgage Rate becoming
effective on any Adjustment
Date shall not be greater or less than the Net Mortgage Rate
immediately
prior to such Adjustment Date plus or minus the Initial Rate
Cap or Periodic Cap
applicable
to such
Mortgage
Loan and (ii) the Net Mortgage
Rate for any Mortgage
Loan shall not exceed a rate
equal to the Maximum Net Mortgage Rate for such Mortgage Loan.
Net WAC Rate:
With respect to any
Distribution
Date and each Loan Group, a per annum rate equal to the weighted
average of
the Net Mortgage Rates of the related
Mortgage Loans weighted on the basis of the
respective
Stated
Principal
Balance of each such
Mortgage Loan as of the beginning of the related Due Period,
using the Net Mortgage Rates in effect for the scheduled
payments due on
those Mortgage Loans during such Due Period.
Note Margin:
As to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated in Exhibit
One,
Exhibit Two or Exhibit Three, as applicable,
hereto as the "NOTE MARGIN," which percentage is added to the
related Index on each
Adjustment
Date to determine
(subject to rounding in accordance
with the related
Mortgage
Note, the Initial Rate Cap, the Periodic
Cap, the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the interest
rate to be borne by such
Mortgage
Loan until the next
Adjustment Date.
Notional
Amount:
The Notional Amount of the Class III-A-X-1
Certificates
shall equal the aggregate
Certificate
Principal
Balance of the Class III-A-1 Certificates immediately prior to that
date.
Pass-Through
Rate: With respect to the Class I-A Certificates
and the Class R Certificates,
the Net WAC Rate of the Group I
Loans.
For federal income tax purposes,
however,
the Class I-A
Certificates
and the Class R
Certificates
will bear interest at a
rate
equivalent to the foregoing,
equal to 100 percent of the interest
payable on the
underlying
related
Uncertificated
REMIC II
Regular
Interest,
which such underlying
regular
interest's rate shall be expressed as the weighted average of the
Pass-Through Rate
on Uncertificated
REMIC I Regular Interest I-B, weighted on the basis of the
Uncertificated
Principal Balance of such
Uncertificated
REMIC I Regular Interest
immediately
preceding the related
Distribution
Date. The
Pass-Through
Rate on the Class I-A Certificates
and the Class R Certificates
with respect to the first Interest
Accrual Period is expected to be
approximately
5.916065% per annum.
With respect to the Class II-A
Certificates,
the Net WAC Rate of the Group II Loans.
For federal income tax purposes,
however,
the
Class II-A Certificates
will bear interest at a rate equivalent to the foregoing,
equal to 100 percent of the interest payable on the
underlying related
Uncertificated
REMIC II Regular Interest,
which such underlying regular interest's rate shall be expressed as
the
weighted
average
of
the
Pass-Through
Rate
on
Uncertificated
REMIC
I
Regular
Interest
II-B,
weighted
on the
basis
of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
immediately
preceding the related
Distribution
Date.
The
Pass-Through
Rate on the Class II-A
Certificates
with
respect to the first
Interest
Accrual
Period is expected to be
approximately
6.164073% per annum. With respect to the Class III-A Certificates
(other than the Class III-A-1
Certificates and Class
III-A-X-1
Certificates),
the Net WAC Rate of the Group
III
Loans.
For
federal
income
tax
purposes,
however,
the Class
III-A
Certificates
(other than the Class III-A-1
Certificates and Class III-A-X-1
Certificates) will bear interest at a rate equivalent to
the foregoing,
equal to 100 percent of the interest payable on the underlying
related Uncertificated REMIC II Regular Interest,
which
such underlying regular
interest's rate shall be expressed as the weighted average of the
Pass-Through Rate on Uncertificated
REMIC I
Regular Interest III-B,
weighted on the basis of the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest
immediately
preceding the related
Distribution
Date. The
Pass-Through
Rate on the Class III-A
Certificates
(other than the Class
III-A-1
Certificates
and Class
III-A-X-1
Certificates)
with
respect
to the first
Interest
Accrual
Period
is
expected
to be
approximately
6.226428% per annum.
With respect to the Class III-A-X-1
Certificates,
expressed for any Distribution
Date as a rate
equal to 0.376428%
per annum.
With respect to the Class
III-A-1
Certificates
and any
Distribution
Date,
the Net WAC Rate of the
Group III Loans minus the
Pass-Through
Rate for the Class
III-A-X-1
Certificates.
For federal
income tax purposes,
however,
the
Class III-A-1
Certificates will bear interest at a rate equivalent to the
foregoing,
expressed as 100 percent of the interest payable
on the
Uncertificated
REMIC II Regular Interest
III-A-1,
which is the rate for the
Uncertificated
REMIC I Regular Interest III-B,
minus the
Pass-Through
Rate for the Class
III-A-X-1
Certificates.
The
Pass-Through
Rate on the Class III-A-1
Certificates
with
respect
to the first
Interest
Accrual
Period
is
expected
to be
approximately
5.85%
per
annum.
With
respect
to the Class M
Certificates and Class B Certificates,
the weighted
average of the Net WAC Rates for the Group I Loans,
Group II Loans and Group III
Loans,
weighted
on the basis of the
Group I
Subordinate
Component,
Group II
Subordinate
Component
and
Group
III
Subordinate
Component,
respectively.
This
determination
will be made
as of the
related
Distribution
Date
prior
to
giving
effect
to any
distributions
on the
Certificates
on that date.
The
Pass-Through
Rate on the Class M Certificates
and Class B Certificates
with
respect to the first Interest
Accrual
Period is expected to be
approximately
6.155832% per annum.
For federal income tax purposes,
however,
the Class M Certificates
and Class B
Certificates
will bear interest at a rate
equivalent to the foregoing,
equal to 100
percent of the interest payable on the underlying
related
Uncertificated
REMIC II Regular
Interest,
which such underlying
regular
interest's rate shall be expressed as the weighted average of the
Uncertificated
REMIC I Pass-Through Rates on Uncertificated
REMIC I
Regular
Interests
I-A,
II-A, and III-A weighted on the basis of the
Uncertificated
Principal
Balance of each such
Uncertificated
REMIC I Regular Interest immediately preceding the related
Distribution Date.
Periodic
Cap:
With respect to each
Mortgage
Loan,
the
periodic
rate cap that limits the increase or the decrease of the
related
Mortgage Rate on any Adjustment Date (other than the initial
Adjustment
Date) pursuant to the terms of the related
Mortgage
Note.
Prepayment
Assumption:
With respect to the Mortgage
Loans,
a prepayment
assumption of 25% CPR, used for
determining
the
accrual of original issue discount and market discount and premium
on the Certificates for federal income tax purposes.
Prepayment
Distribution
Percentage:
With respect to any
Distribution
Date and each Class of Subordinate
Certificates for
each Loan Group, under the applicable circumstances set forth
below, the respective percentages set forth below:
(i)
For any Distribution Date prior to the Distribution Date in
November 2013 (unless the Certificate
Principal
Balances of the related Senior Certificates have been reduced to
zero), 0%.
(ii)
For any
Distribution
Date for which clause (i) above does not apply, and on which any
Class of Subordinate
Certificates is outstanding with a Certificate Principal Balance
greater than zero:
(a)
in the case of the Class of Subordinate
Certificates
then
outstanding
with the Highest Priority
and each other Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a percentage,
the numerator of which is the Certificate
Principal
Balance of
such
Class
immediately
prior to such date and the
denominator
of which is the sum of the
Certificate
Principal
Balances
immediately
prior to such date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate
Certificates for which the Prepayment
Distribution
Triggers have not been satisfied, 0%.
(iii)
Notwithstanding the foregoing,
if the application of the foregoing
percentages on any Distribution Date as
provided
in
Section
4.02 of this
Series
Supplement
(determined
without
regard
to the
proviso
to the
definition
of
"Subordinate
Principal
Distribution
Amount") would result in a distribution in respect of principal of
any Class or Classes
of Subordinate
Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a
"Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage of each
Maturing
Class shall be reduced to a level
that, when applied as described above,
would exactly reduce the Certificate
Principal Balance of such Class to zero; (b) the
Prepayment
Distribution
Percentage of each other Class of Subordinate
Certificates (any such Class, a "Non-Maturing Class")
shall be recalculated in accordance
with the provisions in paragraph (ii) above, as if the Certificate
Principal
Balance of
each Maturing Class had been reduced to zero (such percentage as
recalculated,
the "Recalculated Percentage");
(c) the total
amount of the reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes
pursuant to clause (a)
of this sentence,
expressed as an aggregate
percentage,
shall be allocated among the Non-Maturing
Classes in proportion to
their respective
Recalculated
Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing
Class,
the "Adjustment
Percentage");
and (d) for purposes of such Distribution Date, the Prepayment
Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated in accordance
with the
provisions in paragraph
(ii) above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Qualified
Substitute
Mortgage
Loan:
A Mortgage
Loan
substituted
by
Residential
Funding or the
Company
for a Deleted
Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officers'
Certificate delivered to the Trustee, with a
copy to the Custodian,
(i)
have an outstanding
principal
balance,
after deduction of the principal
portion of the monthly payment due in the
month of substitution
(or in the case of a substitution of more than one Mortgage Loan
for a Deleted
Mortgage Loan,
an aggregate outstanding principal balance,
after such deduction),
not in excess of the Stated Principal Balance of
the Deleted
Mortgage
Loan (the amount of any
shortfall
to be deposited by
Residential
Funding in the
Custodial
Account in the month of substitution);
(ii)
have a Mortgage
Rate and a Net
Mortgage
Rate no lower than and not more than 1% per annum higher than the
Mortgage
Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage
Loan as of the date of substitution;
(iii)
have a Loan-to-Value
Ratio at the time of substitution no higher than that of the
Deleted
Mortgage Loan at the time
of substitution;
(iv)
have a remaining term to stated
maturity not greater than (and not more than one year less than)
that of the Deleted
Mortgage Loan;
(v)
have a Mortgage
Rate that
adjusts
with the same
frequency
and based
upon the same Index as that of the
Deleted
Mortgage Loan;
(vi)
have a Note Margin not less than that of the Deleted Mortgage Loan;
(vii)
have a Periodic Rate Cap that is equal to that of the Deleted
Mortgage Loan;
(viii)
have an Initial Rate Cap that is not less than that of the Deleted
Mortgage Loan;
(ix)
have a next Adjustment Date no later than that of the Deleted
Mortgage Loan;
(x)
have a Maximum Rate no less than that of the Deleted Mortgage Loan;
(xi)
have a Minimum Rate no less than that of the Deleted Mortgage Loan;
and
(xii)
comply
with each
representation
and
warranty
set forth in
Sections
2.03 and 2.04
hereof and
Section 4 of the
Assignment Agreement.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates,
the close of
business
on the last
business day of the month next preceding the month in which the
related Distribution Date occurs.
Related Class: As to any
Uncertificated
REMIC II Regular
Interest,
that class or those classes of Certificates
identified
as "Related
Class(es) of
Certificates"
to such
Uncertificated
REMIC I Regular
Interest in the Preliminary
Statement
hereto with
respect to REMIC II.
REMIC I: The segregated
pool of assets
related to this Series,
with respect to which a REMIC election is to be made (except
as provided below) pursuant to this Agreement, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial
Account or in the Certificate
Account and
identified as belonging to the Trust Fund, but not including
amounts on deposit in the Initial
Monthly
Payment Fund,
(iii)
property
that
secured a Mortgage
Loan and that has been
acquired
for the
benefit of the
Certificateholders
by
foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any, and
(v)
all proceeds of clauses (i) through (iv) above.
Notwithstanding
the foregoing,
the REMIC election with respect to REMIC I specifically
excludes the Initial Monthly Payment
Fund.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Subordinate
Balance
Ratio:
The ratio among the
principal
balances of each of the
Uncertificated
REMIC I Regular
Interests
ending
with the
designation
"A,"
equal to the
ratio
among:
(1) the
Group I
Subordinate
Component
(2) the Group II
Subordinate Component and (3) the Group III Subordinate Component.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular Interests
conveyed in trust to the
Trustee for the benefit of the holders of the
Uncertificated
REMIC II Regular Interests and the Class R-II
Certificates
pursuant to
Section
10.04,
with
respect
to which a
separate
REMIC
election
is to be made.
The
REMIC
election
with
respect
to REMIC II
specifically excludes the Initial Monthly Payment Fund.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III. The segregated pool of assets
consisting of the
Uncertificated
REMIC II Regular
Interests
conveyed in trust to
the Trustee for the
benefit of the holders of the
Class I-A-1,
Class
I-A-2,
Class
II-A-1,
Class
II-A-2,
Class
III-A-1,
Class
III-A-X-1,
Class
III-A-2,
Class
III-A-3,
Class
M-1,
Class M-2,
Class M-3,
Class
B-1,
Class
B-2,
Class B-3 and Class
R-III
Certificates
pursuant to Section
10.04,
with
respect to which a separate
REMIC
election is to be made.
The REMIC
election
with
respect to REMIC III specifically excludes the Initial Monthly
Payment Fund.
REMIC III Certificates:
Any of the Class I-A-1,
Class I-A-2,
Class II-A-1,
Class II-A-2,
Class III-A-1,
Class III-A-X-1,
Class III-A-2, Class III-A-3, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-III Certificates.
Senior
Accelerated
Distribution
Percentage:
With
respect
to any
Distribution
Date
occurring
on or
prior to the 84th
Distribution
Date and,
with respect to any Loan Group,
100%.
With respect to any
Distribution
Date
thereafter
and any such Loan
Group, as follows:
(i)
for any
Distribution
Date
after the 84th
Distribution
Date but on or prior to the 96th
Distribution
Date,
the
related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related
Subordinate
Percentage
for such
Distribution Date;
(ii)
for any
Distribution
Date after the 96th
Distribution
Date but on or prior to the 108th
Distribution
Date,
the
related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related
Subordinate
Percentage
for such
Distribution Date;
(iii)
for any
Distribution
Date after the 108th
Distribution
Date but on or prior to the 120th
Distribution
Date, the
related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related
Subordinate
Percentage
for such
Distribution Date;
(iv)
for any
Distribution
Date after the 120th
Distribution
Date but on or prior to the 132nd
Distribution
Date, the
related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related
Subordinate
Percentage
for such
Distribution Date; and
(v)
for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date.
Any scheduled reduction, as described in the preceding paragraph,
shall not be made as of any Distribution Date unless:
(a)
the
outstanding
principal
balance of the Mortgage
Loans in all three Loan Groups
delinquent
60 days or
more,
including
Mortgage Loans in foreclosure and REO,
averaged over the last six months,
as a percentage of the aggregate
outstanding Certificate Principal Balance of the Subordinate
Certificates, is less than 50% and
(b)
Realized
Losses on the
Mortgage
Loans in all three Loan
Groups to date for such
Distribution
Date,
if
occurring
during the eighth,
ninth,
tenth,
eleventh or twelfth year, or any year
thereafter,
after the Closing Date, are
less
than
30%,
35%,
40%,
45% or 50%,
respectively,
of the sum of the
Initial
Certificate
Principal
Balances
of the
Subordinate Certificates.
Notwithstanding the foregoing,
if (a) the weighted average of the Subordinate
Percentages for all three Loan Groups is equal
to or in excess of twice the initial
weighted
average of the Subordinate
Percentages for all three Loan Groups,
(b) the outstanding
principal
balance of the Mortgage
Loans in all three Loan Groups
delinquent 60 days or more averaged over the last six months,
as a
percentage of the aggregate outstanding Certificate Principal
Balance of the Subordinate
Certificates,
does not exceed 50% and (c)(i)
prior to the
Distribution
Date in November
2009,
cumulative
Realized
Losses on the Mortgage Loans in all three Loan Groups do not
exceed 20% of the sum of the initial Certificate Principal Balances
of the Subordinate
Certificates,
and (ii) thereafter,
cumulative
Realized
Losses on the
Mortgage
Loans in all three Loan
Groups do not exceed 30% of the sum of the
initial
Certificate
Principal
Balances of the Subordinate
Certificates,
then (A) on any
Distribution
Date prior to the
Distribution
Date in November 2009, each
Senior
Accelerated
Distribution
Percentage for such Distribution Date will equal the related Senior
Percentage for that Distribution
Date plus 50% of the related
Subordinate
Percentage
for such
Distribution
Date, and (B) on any
Distribution
Date on or after the
Distribution Date in November 2009, each Senior Accelerated
Distribution
Percentage for that Distribution Date will equal the related
Senior Percentage for that Distribution Date.
Notwithstanding
the
foregoing,
on any
Distribution
Date on which
the
weighted
average
of the
initial
Group I Senior
Percentage,
Group II Senior Percentage and Group III Senior Percentage,
weighted on the basis of the Stated Principal Balances of the
Mortgage
Loans in the related
Loan Group,
exceeds the weighted
average of the initial
Group I Senior
Percentage,
Group II Senior
Percentage and Group III Senior Percentage
(calculated on such basis),
each of the Senior
Accelerated
Distribution
Percentages for
such Distribution Date will equal 100%.
Notwithstanding
the foregoing,
upon reduction of the Certificate
Principal
Balances of the related Senior
Certificates to
zero, the related Senior Accelerated Distribution Percentage will
equal 0%.
Senior
Certificate:
Any one of the Class A Certificates or Class R Certificates,
executed by the Trustee and
authenticated
by the Certificate Registrar substantially in the form annexed to
the Standard Terms as Exhibit A and Exhibit D, respectively.
Senior
Percentage:
The Group I Senior
Percentage
with respect to Loan Group I, Group II Senior
Percentage with respect to
Loan Group II or Group III Senior Percentage with respect to Loan
Group III.
Senior
Principal
Distribution
Amount:
The
Group I
Senior
Principal
Distribution
Amount,
Group
II
Senior
Principal
Distribution Amount or Group III Senior Principal Distribution
Amount.
Subordinate
Component:
The
Group I
Subordinate
Component,
Group
II
Subordinate
Component
or
Group
III
Subordinate
Component, as applicable.
Subordinate
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date and
Loan
Group
and
each
Class of
Subordinate
Certificates,
(a) the sum of (i) the
product of (x) the
Class's
pro rata
share,
based on the
Certificate
Principal
Balance of each such Class then outstanding,
and (y) the aggregate of the amounts
calculated for such Distribution Date under clauses
(1), (2) and (3) of Section
4.02(a)(ii)(A) of this Series Supplement
(without giving effect to the related Senior
Percentage) to the
extent not payable to the related Senior
Certificates;
(ii) such Class's pro rata share,
based on the Certificate
Principal Balance
of each Class of Subordinate
Certificates then outstanding,
of the principal
collections described in
Section 4.02(a)(ii)(B)(b)
of
this
Series
Supplement
(without
giving
effect to the
related
Senior
Accelerated
Distribution
Percentage)
to the extent
such
collections
are not
otherwise
distributed
to the related
Senior
Certificates;
(iii) the
product of (x) the
related
Prepayment
Distribution
Percentage
and (y) the aggregate of all Principal
Prepayments
in Full
received in the related
Prepayment
Period and
Curtailments
received
in the
preceding
calendar
month to the extent not payable to the Senior
Certificates;
and (iv) any amounts
described in clauses (i), (ii) and (iii) as determined for any
previous
Distribution
Date,
that remain
undistributed
to the extent
that such amounts are not attributable to Realized Losses which
have been allocated to a Class of Subordinate
Certificates;
minus (b)
the related
Capitalization
Reimbursement Amount for such Distribution Date,
multiplied by a fraction,
the numerator of which is the
Subordinate
Principal
Distribution Amount for such Class of Subordinate
Certificates,
without giving effect to this clause (b), and
the
denominator of which is the sum of the principal
distribution
amounts for all related
Classes of Class A
Certificates
and the
related Subordinate Component, without giving effect to any
reductions for the Capitalization Reimbursement Amount.
Trust Fund:
REMIC I, REMIC II, REMIC III and the Initial Monthly Payment Fund.
Uncertificated
Accrued Interest:
With respect to each Uncertificated
REMIC I Regular Interest and each Uncertificated REMIC
II Regular
Interest on each
Distribution
Date,
an amount
equal to one
month's
interest
at the
related
Uncertificated
REMIC I
Pass-Through Rate or related
Uncertificated
REMIC II Pass-Through Rate, as the case may be, on the
Uncertificated
Principal Balance
of such Uncertificated
REMIC I Regular Interest or Uncertificated
REMIC II Regular Interest.
Uncertificated
Accrued Interest on the
Uncertificated
REMIC I Regular
Interests
and on the
Uncertificated
REMIC II Regular
Interests
will be reduced by any
Prepayment
Interest
Shortfalls
and Relief Act Interest
Shortfalls,
allocated
among such
Uncertificated
REMIC I Regular
Interests
and such
Uncertificated REMIC II Regular Interests, as the case may be, pro
rata.
Uncertificated
Principal Balance:
The principal amount of any Uncertificated
REMIC I Regular Interest or any Uncertificated
REMIC II Regular Interest
outstanding as of any date of determination.
The
Uncertificated
Principal Balance of each
Uncertificated
REMIC I Regular
Interest and each
Uncertificated
REMIC II Regular
Interest shall be reduced by all
distributions of principal made
on, and allocation of Realized Losses to, such
Uncertificated
REMIC I Regular Interest or
Uncertificated
REMIC II Regular Interest,
as the case may be, on such Distribution Date. The
Uncertificated
Principal Balance of each
Uncertificated
REMIC I Regular Interest
and each Uncertificated REMIC II Regular Interest shall never be
less than zero.
Uncertificated
REMIC I Regular Interests:
The Uncertificated
partial undivided
beneficial
ownership interests in REMIC I,
designated
as
Uncertificated
REMIC I
Regular
Interests
I-A,
I-B,
II-A,
II-B,
III-A,
III-B,
ZZZ and
R-II,
each
having
an
Uncertificated
Principal
Balance as
specified
herein and bearing
interest at a rate equal to the
related
Uncertificated
REMIC I
Pass-Through Rate.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each of the
Uncertificated
REMIC I Regular
Interests I-A, II-A,
III-A and ZZZ, the weighted
average of the Net Mortgage Rates of the Mortgage
Loans,
weighted on the basis of the respective
Stated
Principal
Balances of each such
Mortgage Loan as of the beginning of the Due Period
immediately
preceding the related
Distribution
Date. With respect to
Uncertificated
REMIC I Regular
Interests I-B and R-II, the Net WAC Rate of the Group I Loans.
With respect to
Uncertificated
REMIC I Regular Interest II-B, the Net WAC Rate of the Group II
Loans. With respect to
Uncertificated
REMIC I Regular
Interest III-B, the Net WAC Rate of the Group III Loans.
Uncertificated
REMIC I Regular Interest
Distribution
Amount:
With respect to any Distribution Date, the sum of the amounts
deemed to be distributed on the Uncertificated REMIC I Regular
Interests for such Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular Interests:
The Uncertificated
partial undivided beneficial ownership interests in REMIC II,
designated as Uncertificated REMIC II Regular Interests I-A-1,
I-A-2, II-A-1, II-A-2,
III-A-1,
III-A-2,
III-A-3, M-1, M-2, M-3, B-1,
B-2, B-3 and R-III,
each having an
Uncertificated
Principal
Balance as specified herein and bearing interest at a rate equal to
the
related Uncertificated REMIC II Pass-Through Rate.
Uncertificated
REMIC II
Pass-Through
Rate:
With
respect
to the
Uncertificated
REMIC II
Regular
Interest
I-A-1,
the
Uncertificated
REMIC II Regular Interest I-A-2 and the
Uncertificated
REMIC II Regular Interest R-III, the Net WAC Rate of the Group
I Loans. For federal income tax purposes,
however,
the Uncertificated
REMIC II Regular Interest I-A-1, the
Uncertificated
REMIC II
Regular
Interest
I-A-2 and the
Uncertificated
REMIC II
Regular
Interest
R-III will bear
interest
at a rate
equivalent
to the
foregoing,
expressed as the weighted average of the Pass-Through Rate on
Uncertificated
REMIC I Regular Interest I-B, weighted on the
basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
immediately
preceding the related
Distribution Date.
With respect to the
Uncertificated
REMIC II Regular
Interest
II-A-1,
the Net WAC Rate of the Group II Loans.
For federal
income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest
II-A-1 will bear interest at a rate
equivalent to the
foregoing,
expressed as the weighted average of the Pass-Through
Rate on
Uncertificated
REMIC I Regular Interest II-B,
weighted on
the basis of the Uncertificated
Principal Balance of such Uncertificated
REMIC I Regular Interest
immediately
preceding the related
Distribution
Date. With respect to the
Uncertificated
REMIC II Regular Interest II-A-2,
the Net WAC Rate of the Group II Loans. For
federal income tax purposes,
however,
the Uncertificated
REMIC II Regular Interest II-A-2 will bear interest at a rate
equivalent to
the foregoing,
expressed as the weighted average of the Pass-Through
Rate on Uncertificated
REMIC I Regular Interest II-B,
weighted
on the basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
immediately
preceding
the
related Distribution Date.
With respect to the
Uncertificated
REMIC II Regular Interest
III-A-1,
the Net WAC Rate of the Group III Loans. For federal
income tax purposes,
however,
the
Uncertificated
REMIC II Regular
Interest
III-A-1 will bear interest at a rate equivalent to the
foregoing,
expressed as the weighted average of the Pass-Through
Rate on Uncertificated
REMIC I Regular Interest III-B,
weighted on
the basis of the Uncertificated
Principal Balance of such Uncertificated
REMIC I Regular Interest
immediately
preceding the related
Distribution
Date. With respect to the
Uncertificated
REMIC II Regular
Interest
III-A-2,
the Net WAC Rate of the Group III Loans.
For
federal
income tax
purposes,
however,
the
Uncertificated
REMIC II Regular
Interest
III-A-2
will bear
interest
at a rate
equivalent to the foregoing,
expressed as the weighted average of the
Pass-Through
Rate on
Uncertificated
REMIC I Regular Interest
III-B,
weighted on the basis of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular Interest
immediately
preceding the related
Distribution
Date. With respect to the
Uncertificated
REMIC II Regular Interest III-A-3,
the Net WAC Rate of
the Group III Loans.
For federal
income tax
purposes,
however,
the
Uncertificated
REMIC II Regular
Interest
III-A-3
will bear
interest at a rate equivalent to the foregoing,
expressed as the weighted average of the Pass-Through Rate on
Uncertificated
REMIC I
Regular Interest III-B,
weighted on the basis of the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest
immediately preceding the related Distribution Date.
With respect to each
Uncertificated
REMIC II Regular
Interest M and each
Uncertificated
REMIC II Regular
Interest B, the
weighted average of the Net WAC Rates for the Group I Loans,
Group II Loans and Group III Loans,
weighted on the basis of the Group I
Subordinate
Component,
Group II Subordinate Component and Group III Subordinate Component,
respectively.
This determination will be
made as of the related
Distribution
Date prior to giving effect to any
distributions
on the
Certificates on that date. For federal
income tax purposes,
however,
each
Uncertificated
REMIC II Regular Interest M and each
Uncertificated
REMIC II Regular Interest B
will
bear
interest
at a rate
equivalent
to the
foregoing,
expressed
as the
weighted
average
of the
Uncertificated
REMIC
I
Pass-Through
Rates on
Uncertificated
REMIC I Regular
Interests
I-A,
II-A and III-A,
weighted on the basis of the
Uncertificated
Principal Balance of each such Uncertificated
REMIC I Regular Interest
immediately
preceding the related Distribution Date, provided
that, for purposes of such weighted average,
the Uncertificated
REMIC I Pass-Through Rate of each such Uncertificated REMIC I
Regular
Interest shall be subject to a cap and a floor equal to the
Uncertificated
REMIC I Pass-Through
Rate of the
Uncertificated
REMIC I
Regular Interest from the related Loan Group ending with the
designation "B".
Uncertificated
REMIC II Regular Interest
Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts
deemed to be distributed on the Uncertificated REMIC II Regular
Interests for such Distribution Date pursuant to Section 10.04(d).
Undercollateralized
Amount:
With
respect any
Certificate
Group and
Distribution
Date,
the excess of (i) the
aggregate
Certificate
Principal Balance of such Certificate Group over (ii) the
aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group, in each case calculated on such
Distribution
Date after giving effect to
distributions to be made thereon (other
than amounts to be distributed pursuant to Section 4.02(d) on such
Distribution Date).
Undercollateralized
Certificate
Group:
With
respect
any
Distribution
Date,
a
Certificate
Group for which the related
Undercollateralized Amount exceeds zero.
Underwriter:
Credit Suisse Securities (USA) LLC.
Section 1.02
Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof,"
"hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling and
Servicing
Agreement as a whole. All references
herein to Articles,
Sections or Subsections
shall mean the
corresponding
Articles,
Sections and
Subsections in the Pooling and Servicing
Agreement.
The
definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal"
of the Mortgage
Loans shall mean,
with
respect to the Sharia Mortgage Loans, amounts in respect to profit
payments and acquisition payments, respectively.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(See Section 2.01 of the Standard Terms)
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as of the Closing Date
(or, if otherwise specified below, as of the date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal
and interest as of the Cut-off Date and no Mortgage
Loan has been so Delinquent in the 12-month period prior to the
Cut-off Date;
(ii)
The
information
set forth in Exhibits One, Two and Three hereto with respect to
each Mortgage Loan or the Mortgage Loans, as
the case may be, in Loan
Group I,
Loan
Group II
or Loan
Group III,
respectively,
is true and
correct
in all
material
respects at the date or dates respecting which such information is
furnished;
(iii)
The Mortgage Loans are fully-amortizing
(subject to interest only periods, if applicable),
hybrid
adjustable-rate
mortgage
loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans,
on the first day of each month and
terms to maturity at origination or modification of not more than
30 years;
(iv)
To the best of the Company's
knowledge,
with the exception of one Mortgage Loan
representing 0.1% of the Mortgage Loans, if
a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage
Loan is the subject of a Primary
Insurance Policy that insures that (a) at least 30% of the Stated
Principal
Balance of the
Mortgage Loan at origination
if the
Loan-to-Value
Ratio is between
95.00% and 90.01%,
(b) at least 25% of such balance if
the
Loan-to-Value
Ratio is between
90.00% and 85.01%,
and (c) at least 12% of such balance if the
Loan-to-Value
Ratio is
between 85.00% and 80.01%.
To the best of the Company's
knowledge,
each such Primary
Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying
abilities are currently
acceptable
to each Rating Agency;
(vi)
No more than 33.8%,
43.3%,
and 40.8% of the cut-off date
principal
balance of the Group I Loans,
Group II Loans and Group
III Loans,
respectively,
are located in California.
No more than 12.6% and 14.4% of the cut-off date
principal
balance of
the Group I Loans and the Group III Loans, respectively, are
located in 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 therefor from the Mortgagor;
(viii)
Immediately
prior to the
assignment
of the Mortgage
Loans to the Trustee,
the Company had good title to, and was the sole
owner of, each
Mortgage
Loan free and clear of any pledge,
lien,
encumbrance
or security
interest
(other than rights to
servicing and related
compensation)
and such
assignment
validly
transfers
ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance or security
interest;
(ix)
No more than 30.8%,
47.0%,
and 33.7% of the Group I Loans,
Group II Loans and Group III Loans,
respectively,
by aggregate
Stated Principal Balance as of the Cut-off Date, were underwritten
under a reduced loan documentation program;
(x)
Each
Mortgagor
represented in its loan
application
with respect to the related
Mortgage Loan that the Mortgaged
Property
would be
owner-occupied
and
therefore
would not be an investor
property as of the date of
origination
of such
Mortgage
Loan.
No Mortgagor is a corporation or a partnership;
(xi)
None of the Group I Loans, Group II Loans or Group III Loans as of
the Cut-off Date are Buydown Mortgage Loans;
(xii)
Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A)
of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii)
A policy of title
insurance
was
effective as of the closing of each
Mortgage
Loan and is valid and binding and remains in
full force and effect,
unless the Mortgaged
Properties
are located in the State of Iowa and an attorney's
certificate
has
been provided as described in the Program Guide;
(xiv)
No Mortgage Loan is a Cooperative Loan;
(xv)
With respect to each Mortgage Loan
originated
under a "streamlined"
Mortgage Loan program
(through which no new or updated
appraisals
of
Mortgaged
Properties
are
obtained in
connection
with the
refinancing
thereof),
the related
Seller has
represented
that either (a) the value of the related
Mortgaged
Property as of the date the Mortgage Loan was originated was
not less than the
appraised
value of such property at the time of
origination
of the
refinanced
Mortgage Loan or (b) the
Loan-to-Value
Ratio of the Mortgage Loan as of the date of
origination
of the Mortgage Loan
generally
meets the Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii)
None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is understood and agreed that the
representations
and warranties set forth in this
Section 2.03(b)
shall survive delivery of the
respective Custodial Files to the Trustee or any Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or any
Custodian
of a
breach
of any of the
representations
and
warranties
set forth in this
Section 2.03(b)
that
materially
and
adversely
affects
the
interests
of the
Certificateholders
in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any
Custodian being so obligated under a Custodial Agreement);
provided,
however, that in the event of a breach of the representation and
warranty set forth in Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five days of discovery.
Within 90 days of its
discovery
or its receipt of notice of breach,
the Company
shall
either (i) cure such breach in all
material
respects or (ii) purchase
such
Mortgage
Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02;
provided that the Company shall have the option to substitute a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if
such
substitution
occurs
within two years
following
the Closing
Date;
provided
that if the
omission or defect
would cause the
Mortgage Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase
must
occur within 90 days from the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same
terms and
conditions as provided in Section 2.04 for
substitutions
by
Residential
Funding.
It is
understood
and agreed that the
obligation
of the
Company to cure such breach or to so purchase or
substitute
for any
Mortgage
Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to the
Certificateholders
or the Trustee
on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company shall not be required to cure breaches or purchase
or
substitute
for Mortgage
Loans as provided in this Section
2.03(b) if the substance of the breach of a
representation
set forth
above also constitutes fraud in the origination of the Mortgage
Loan.
Section 2.04
Representations and Warranties of Sellers.
The
Company,
as assignee of
Residential
Funding
under the
Assignment
Agreement,
hereby
assigns to the Trustee for the
benefit of
Certificateholders
all of its right, title and interest in respect of the Assignment
Agreement and each Seller's Agreement
(to the
extent
assigned
to the
Company
pursuant
to the
Assignment
Agreement)
applicable
to a
Mortgage
Loan.
Insofar as the
Assignment
Agreement or the Company's
rights under such Seller's
Agreement
relate to the
representations
and
warranties
made by
Residential
Funding or the related
Seller in respect of such Mortgage
Loan and any remedies
provided
thereunder
for any breach of
such
representations
and warranties,
such right,
title and interest may be enforced by the Master Servicer on behalf
of the Trustee
and the
Certificateholders.
Upon the discovery by the Company,
the Master Servicer,
the Trustee or any Custodian of a breach of any
of the
representations
and warranties
made in a Seller's
Agreement that have been assigned to the Trustee
pursuant to this Section
2.04 or of a breach of any of the
representations
and warranties made in the Assignment
Agreement (which, for purposes hereof,
will
be deemed to include
any other
cause
giving
rise to a
repurchase
obligation
under the
Assignment
Agreement)
in respect of any
Mortgage
Loan which
materially
and adversely
affects the
interests of the
Certificateholders
in such
Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement).
The Master
Servicer shall promptly notify the related Seller or Residential
Funding,
as the case may be, of such breach
and request that such Seller or Residential
Funding,
as the case may be, either (i) cure such breach in all material
respects within
90 days from the date the Master
Servicer was notified of such breach or (ii)
purchase
such Mortgage Loan from the Trust Fund at the
Purchase
Price and in the manner set forth in Section
2.02;
provided
that in the case of a breach
under the
Assignment
Agreement
Residential
Funding shall have the option to substitute a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs
within two years
following
the Closing
Date;
provided
that if the breach would cause the Mortgage Loan to be
other than a "qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure,
repurchase or substitution must occur
within
90 days
from the date the
breach
was
discovered.
If the
breach
of
representation
and
warranty
that
gave rise to the
obligation to repurchase or substitute a Mortgage Loan pursuant to
Section 4 of the
Assignment
Agreement was the
representation
and
warranty set forth in clause (xii) of Section 4 thereof,
then the Master
Servicer shall request that
Residential
Funding pay to the
Trust Fund,
concurrently
with and in addition to the remedies provided in the preceding
sentence,
an amount equal to any liability,
penalty or expense that was actually
incurred and paid out of or on behalf of the Trust Fund,
and that
directly
resulted
from such
breach,
or if incurred and paid by the Trust Fund thereafter,
concurrently with such payment.
In the event that Residential
Funding
elects to
substitute
a Qualified
Substitute
Mortgage
Loan or Loans for a Deleted
Mortgage
Loan
pursuant to this
Section
2.04,
Residential Funding shall deliver to the Trustee for the benefit of
the
Certificateholders
with respect to such Qualified
Substitute
Mortgage
Loan or Loans,
the original
Mortgage
Note,
the Mortgage,
an
Assignment
of the Mortgage in recordable
form if required
pursuant to Section 2.01, and such other documents and agreements
as are required by
Section 2.01,
with the Mortgage Note endorsed as
required by Section 2.01. No
substitution
will be made in any calendar
month after the
Determination
Date for such month.
Monthly
Payments due with respect to Qualified
Substitute
Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and
will be
retained
by the
Master
Servicer
and
remitted
by the
Master
Servicer
to
Residential
Funding
on the next
succeeding
Distribution
Date. For the month of substitution,
distributions to the
Certificateholders
will include the Monthly Payment due on a
Deleted
Mortgage Loan for such month and thereafter
Residential
Funding shall be entitled to retain all amounts
received in respect
of such Deleted
Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan
Schedule,
for the benefit of
the
Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule,
to the Trustee.
Upon such
substitution,
the
Qualified Substitute Mortgage Loan or Loans shall be subject to the
terms of this Agreement and the related
Subservicing
Agreement in
all
respects,
the related
Seller shall be deemed to have made the
representations
and
warranties
with
respect to the
Qualified
Substitute Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution,
insofar as Residential
Funding's
rights in respect of such
representations
and warranties are assigned to the Company
pursuant to the Assignment
Agreement,
and the
Company and the Master
Servicer shall be deemed to have made with respect to any Qualified
Substitute
Mortgage Loan or Loans,
as of
the date of substitution,
the covenants,
representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in
Section 4 of the
Assignment
Agreement,
and the Master
Servicer
shall be obligated to repurchase
or
substitute
for any Qualified
Substitute
Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment
Agreement) has occurred
pursuant to Section 4
of the Assignment Agreement.
In connection
with the
substitution
of one or more Qualified
Substitute
Mortgage
Loans for one or more Deleted
Mortgage
Loans,
the Master
Servicer
will
determine
the
amount
(if any) by which the
aggregate
principal
balance of all such
Qualified
Substitute
Mortgage
Loans as of the date of
substitution
is less than the aggregate
Stated
Principal
Balance of all such Deleted
Mortgage Loans (in each case after
application of the principal
portion of the Monthly Payments due in the month of substitution
that
are to be distributed to the
Certificateholders
in the month of substitution).
Residential
Funding shall deposit the amount of such
shortfall into the Custodial Account on the day of substitution,
without any reimbursement
therefor.
Residential
Funding shall give
notice in writing to the Trustee of such event,
which notice shall be
accompanied by an Officers'
Certificate as to the
calculation
of such
shortfall
and
(subject to Section
10.01(f))
by an Opinion of Counsel to the effect that such
substitution
will not cause
(a) any
federal
tax to be
imposed
on the Trust
Fund,
including
without
limitation,
any
federal
tax
imposed
on
"prohibited
transactions"
under Section
860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the Code
or (b) any portion of any REMIC to fail to qualify as such at any
time that any Certificate is outstanding.
It is
understood
and agreed
that the
obligation
of the Seller or
Residential
Funding,
as the case may be, to cure such
breach or
purchase
(or in the case of
Residential
Funding
to
substitute
for) such
Mortgage
Loan as to which
such a breach has
occurred and is continuing and to make any additional
payments required under the Assignment
Agreement in connection with a breach of
the
representation
and
warranty
in clause
(xii) of Section 4 thereof
shall
constitute
the sole
remedy
respecting
such breach
available to the
Certificateholders
or the Trustee on behalf of
Certificateholders.
If the Master Servicer is Residential
Funding,
then the Trustee
shall also have the right to give the
notification
and require the
purchase or
substitution
provided
for in the
second
preceding
paragraph
in the
event of such a breach
of a
representation
or
warranty
made by
Residential
Funding
in the
Assignment
Agreement.
In connection
with the purchase of or
substitution
for any such Mortgage Loan by
Residential
Funding,
the
Trustee shall assign to Residential
Funding all of the Trustee's
right,
title and interest in respect of the Seller's
Agreement and
the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05
Execution and Authentication of Certificates/Issuance of
Certificates.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Mortgage
Files to it, or any
Custodian on its behalf,
subject to any
exceptions
noted,
together with the
assignment
to it of all other assets
included in the
Trust
Fund
and/or
applicable
REMIC,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery
and in
exchange
therefor,
the Trustee,
pursuant to the written request of the Company executed by an
officer of the Company,
has executed and caused
to be
authenticated
and delivered to or upon the order of the Company the Class R-I
Certificates in authorized
denominations
which
together with the
Uncertificated
REMIC I Regular Interests,
evidence the beneficial
interest in the REMIC I. Concurrently with such
delivery
and in
exchange
therefor,
the
Trustee,
pursuant to the written
direction
of the Company
executed by an officer of the
Company,
has executed and caused to be authenticated
and delivered to or upon the order of the Company the Class R-II
Certificates in
authorized
denominations
which together with the Uncertificated
REMIC II Regular Interests,
evidence the beneficial interest in the
REMIC II.
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
The Company,
as of the Closing Date,
and
concurrently
with the execution and delivery
hereof,
does hereby assign without
recourse all the right,
title and interest of the Company in and to the
Uncertificated
REMIC I Regular Interests and
Uncertificated
REMIC II Regular
Interests to the Trustee for the benefit of the Holders of each
Class of
Certificates
(other than the Class R-I and
Class R-II Certificates).
The Trustee
acknowledges
receipt of the Uncertificated
REMIC I Regular Interests and Uncertificated REMIC
II Regular
Interests
and declares
that it holds and will hold the same in trust for the exclusive use
and benefit of all present and
future
Holders of each Class of
Certificates
(other
than the Class R-I and Class R-II
Certificates).
The rights of the Holders of
each Class of Certificates
(other than the Class R-I and R-II
Certificates) to receive
distributions
from the proceeds of REMIC III
in respect of such Classes,
and all ownership
interests of the Holders of such Classes in such distributions
shall be as set forth in
this Agreement.
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee
acknowledges the assignment to it of the Uncertificated
REMIC II Regular Interests and,
concurrently
therewith
and in exchange
therefore,
pursuant to the written
direction of the Company
executed by an officer of the Company,
the Trustee has
executed and caused to be
authenticated
and delivered to or upon the order of the Company,
all Classes of
Certificates
(other than
the Class R-I and Class R-II
Certificates)
in authorized
denominations,
which evidence the beneficial
interest in the entire REMIC
III.
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms)
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master Servicer and the Trustee hereby agree,
notwithstanding any other express or implied agreement to the
contrary,
that
any and all
Persons,
and any of
their
respective
employees,
representatives,
and
other
agents
may
disclose,
immediately
upon
commencement
of
discussions,
to any and all Persons,
without
limitation of any kind,
the tax treatment and tax
structure of the
transaction
and all materials of any kind
(including
opinions or other tax
analyses)
that are provided to any of
them relating to such tax treatment and tax structure.
For purposes of this paragraph,
the terms "tax treatment" and "tax structure"
are defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations.
(a)
The Master
Servicer
may
continue
in effect
Subservicing
Agreements
entered
into by
Residential
Funding
and
Subservicers prior to the execution and delivery of this Agreement,
and may enter into new Subservicing
Agreements with Subservicers,
for the servicing and
administration
of all or some of the Mortgage Loans.
Each
Subservicer
shall be either (i) an institution the
accounts of which are insured by the FDIC or (ii)
another
entity that engages in the business of
originating
or servicing
mortgage
loans,
and in either case shall be authorized to transact
business in the state or states in which the related
Mortgaged
Properties
it is to service are situated,
if and to the extent
required by applicable law to enable the
Subservicer to perform its
obligations
hereunder
and under the
Subservicing
Agreement,
and in either
case shall be a Freddie
Mac,
Fannie Mae or HUD
approved
mortgage
servicer.
In addition,
any
Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved
servicer,
and any Subservicer
of a Mortgage Loan
guaranteed
by the VA must be a
VA-approved
servicer.
Each
Subservicer
of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related
Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from
payments
of interest
received on such Mortgage Loan after payment of all amounts
required to be remitted to the Master
Servicer in respect of
such Mortgage Loan.
For any Mortgage Loan that is a
Nonsubserviced
Mortgage
Loan, the Master
Servicer shall be entitled to receive
and retain an amount equal to the
Subservicing Fee from payments of interest.
Unless the context
otherwise
requires,
references in
this Agreement to actions taken or to be taken by the Master
Servicer in servicing the Mortgage
Loans include
actions taken or to be
taken by a Subservicer
on behalf of the Master
Servicer.
Each
Subservicing
Agreement will be upon such terms and conditions as are
generally
required by,
permitted by or consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the
Master
Servicer and the
Subservicer
have agreed;
provided that, the
Subservicing
Agreement
between the Master Servicer and Wells
Fargo,
if any,
will be upon such terms and
conditions
as are
consistent
with this
Agreement
and as the Master
Servicer and the
Subservicer have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master Servicer,
a Subservicer
may delegate its
servicing
obligations
to
third-party
servicers,
but such
Subservicer
will remain
obligated
under the related
Subservicing
Agreement.
The Master Servicer and a Subservicer
may enter into amendments
thereto or a different form of Subservicing
Agreement,
and the form referred to or included in the Program
Guide is merely
provided for
information
and shall not be deemed to
limit in any
respect the
discretion
of the Master
Servicer to modify or enter into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments or different forms shall be consistent with and not
violate the provisions of either this Agreement
or the Program Guide in a manner which would
materially
and adversely
affect the
interests of the
Certificateholders.
The Program
Guide and any other
Subservicing
Agreement entered into between the Master Servicer and any
Subservicer shall require the Subservicer
to accurately and fully report its borrower credit files to each of
the Credit Repositories in a timely manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual
Relationship
Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of
the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard Terms)
Section 3.07
Collection
of Certain
Mortgage Loan
Payments;
Deposits to Custodial
Account.
(See Section 3.07 of the
Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09
Access to Certain
Documentation
and Information
Regarding the Mortgage
Loans.
(See Section 3.09 of the
Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the Standard Terms)
Section 3.11
Maintenance of the Primary Insurance Policies;
Collections
Thereunder.
(See Section 3.11 of the Standard
Terms)
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
Section 3.13
Enforcement of Due on Sale Clauses;
Assumption and
Modification
Agreements;
Certain
Assignments.
(See
Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of the Standard Terms)
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard Terms)
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer
on behalf of the
Trustee or (y) the
Paying
Agent
appointed
by the
Trustee,
shall
distribute,
(I) to the
Master
Servicer
or a
Subservicer,
in the
case
of a
distribution
pursuant
to
Section
4.02(a)(iii)
below,
the amount
required to be distributed to the Master Servicer or a Subservicer
pursuant to Section
4.02(a)(iii)
below,
and (II) to each
Certificateholder
of record on the next
preceding
Record Date
(other
than as
provided
in
Section 9.01
respecting the final
distribution),
either (1) in immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder
at a bank or other entity having appropriate
facilities
therefor,
if such
Certificateholder
has so notified the
Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder
has not so notified the Master Servicer or
the Paying
Agent by the Record
Date,
by check
mailed to such
Certificateholder
at the
address of such
Holder
appearing
in the
Certificate
Register,
such
Certificateholder's
share
(which
share shall be based on the
aggregate
of the
Percentage
Interests
represented by Certificates of the applicable Class held by such
Holder) of the following
amounts,
in the following order of priority
(subject to the
provisions
of
Sections
4.02(b) and (d)
below),
in each case to the extent of the related
Available
Distribution
Amount:
(i)
(W)
from the Available
Distribution
Amount
related to the Group I
Loans,
to the Group I
Certificates,
the
Accrued
Certificate
Interest on such
Classes of
Certificates
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date except as provided in the last
paragraph
of this
Section 4.02(a),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the "Group I
Senior Interest Distribution Amount");
(X)
from
the
Available
Distribution
Amount
related
to
the
Group II
Loans,
to
the
Group II
Certificates,
the Accrued
Certificate
Interest on such Classes of Certificates for such Distribution
Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date except as provided in the last paragraph
of this
Section 4.02(a),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the
"Group II Senior Interest Distribution Amount"); and
(Y)
from
the
Available
Distribution
Amount
related
to
the
Group III
Loans,
to
the
Group III
Certificates,
the Accrued
Certificate
Interest on such Classes of Certificates for such Distribution
Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date except as provided in the last paragraph
of this
Section 4.02(a),
on a pro rata basis
based on such
amounts due on each such Class on such
Distribution
Date (the
"Group III Senior Interest Distribution Amount");
(ii)
to the Senior Certificates,
from the Available
Distribution Amount for the related Loan Group, in the priorities
and amounts
set forth in Section 4.02(b) through Section 4.02(f),
the sum of the following
(applied to reduce the Certificate
Principal
Balances of such Senior Certificates, as applicable):
(A)
the related Senior Percentage for such Distribution Date times the
sum of the following:
(1)
the
principal
portion of each Monthly
Payment due during the related Due Period on each
Outstanding
Mortgage
Loan in the
related Loan Group, whether or not received on or prior to the
related Determination Date;
(2)
the Stated Principal
Balance of any Mortgage Loan in the related Loan Group repurchased
during the preceding
calendar month
(or deemed to have been so repurchased in accordance
with Section
3.07(b) of the Standard
Terms) pursuant
to Sections 2.02,
2.04 or 4.07 of the Standard Terms and Section 2.03 of the Standard
Terms and this Series
Supplement,
and the Stated
Principal
Balance of the Mortgage
Loans in the related
Loan Group
purchased
pursuant
to
Section
9.01 of the
Standard
Terms
and this
Series
Supplement
in
connection
with such
Distribution
Date, if
applicable,
and the amount of any shortfall
deposited in the Custodial
Account in
connection with the
substitution of a Deleted
Mortgage Loan in such Loan Group pursuant to Section 2.04 of
the Standard
Terms or Section 2.03 of the Standard Terms and this Series
Supplement,
during the preceding
calendar month; and
(3)
the
principal
portion of all other
unscheduled
collections
with respect to the related
Loan Group (other than
Principal
Prepayments
in Full and
Curtailments
and amounts
received in connection
with a Cash
Liquidation or REO
Disposition
of a
Mortgage
Loan in such Loan Group
described
in Section
4.02(a)(ii)(B)
of this
Series
Supplement,
including
without
limitation any related
Insurance
Proceeds,
Liquidation
Proceeds and REO
Proceeds)
received
during the preceding
calendar
month (or deemed to have been so received in accordance
with Section
3.07(b) of the Standard
Terms) to the extent applied by the Master
Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.14 of
the Standard Terms; plus
(B)
with
respect to each
Mortgage
Loan in the related Loan Group for which a Cash
Liquidation
or a REO
Disposition
occurred
during the preceding
calendar
month (or was deemed to have occurred
during such period in accordance
with Section
3.07(b)
of the
Standard
Terms),
an amount
equal to the
lesser of (a) the
related
Senior
Percentage
for such
Distribution
Date times the Stated
Principal
Balance of such Mortgage Loan and (b) the related Senior
Accelerated
Distribution
Percentage for such
Distribution Date times the related
unscheduled
collections
(including
without
limitation
Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master
Servicer
as recoveries of principal of the related Mortgage Loan pursuant to
Section 3.14 of the Standard Terms; plus
(C)
the related
Senior
Accelerated
Distribution
Percentage
for such
Distribution
Date times the
aggregate of all Principal
Prepayments
in Full
with
respect
to the
related
Loan
Group
received
in the
related
Prepayment
Period
and
Curtailments with respect to the related Loan Group received in the
preceding calendar month; plus
(D)
any amounts
described in subsection (ii),
clauses (A), (B) and (C) of this Section
4.02(a),
as determined for any previous
Distribution
Date, which remain unpaid after application of amounts previously
distributed
pursuant to this clause
(D) to the extent that such
amounts
are not
attributable
to
Realized
Losses
which have been
allocated
to the
Subordinate Certificates; plus
(E)
to the Holders of the Group I Certificates,
Group II Certificates or Group III Certificates, as applicable,
amounts required
to be distributed pursuant to Section 4.02(c) and (d); minus
(F)
the related
Capitalization
Reimbursement Amount for such Distribution Date, multiplied by a
fraction, the numerator of which
is the related Senior Principal
Distribution
Amount,
without giving effect to this clause (F), and the denominator
of which is the sum of the principal
distribution
amounts for all related
Classes of Senior
Certificates
and the
related Subordinate
Component without giving effect to any reductions for the related
Capitalization
Reimbursement
Amount;
(iii)
if the Certificate
Principal
Balances of the Subordinate
Certificates have not been reduced to zero, to the Master Servicer
or a Subservicer,
by remitting for deposit to the Custodial
Account,
to the extent of and in reimbursement for any Advances
or Subservicer
Advances
previously made with respect to any Mortgage Loan or REO Property
which remain unreimbursed in whole
or in part following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property;
(iv)
to the Holders of the Class M-1 Certificates,
the Accrued
Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v)
to the Holders of the Class M-1 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class M-1 Certificates;
(vi)
to the Holders of the Class M-2 Certificates,
the Accrued
Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii)
to the Holders of the Class M-2 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class M-2 Certificates;
(viii)
to the Holders of the Class M-3 Certificates,
the Accrued
Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix)
to the Holders of the Class M-3 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class M-3 Certificates;
(x)
to the Holders of the Class B-1 Certificates,
the Accrued
Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi)
to the Holders of the Class B-1 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class B-1 Certificates;
(xii)
to the Holders of the Class B-2 Certificates,
the Accrued
Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii)
to the Holders of the Class B-2 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class B-2 Certificates;
(xiv)
to the
Holders
of the
Class
B-3
Certificates,
an amount
equal to the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date,
except as provided below;
(xv)
to the Holders of the Class B-3 Certificates,
an amount equal to the Subordinate
Principal
Distribution Amount derived from
each Loan Group for such Class of Certificates for such
Distribution Date,
applied in reduction of the Certificate
Principal
Balance of the Class B-3 Certificates;
(xvi)
to the Senior
Certificates,
in the priority set forth in Section 4.02(b) of this Series
Supplement,
the portion, if any, of
the Available
Distribution Amount for the related Loan Group remaining after the
foregoing
distributions,
applied to reduce
the Certificate
Principal
Balances of such Senior
Certificates,
but in no event more than the aggregate of the outstanding
Certificate
Principal
Balances
of each such Class of Senior
Certificates,
and
thereafter,
to each Class of
Subordinate
Certificates then outstanding beginning with such Class with the
Highest Priority,
any portion of the Available
Distribution
Amount for each Loan Group
remaining
after the Senior
Certificates
have been
retired,
applied to reduce the
Certificate
Principal
Balance of each such Class of
Subordinate
Certificates,
but in no event
more than the
outstanding
Certificate
Principal Balance of each such Class of Subordinate Certificates;
and
(xvii)
to the Class R-III Certificates, the balance, if any, of the
Available Distribution Amount for each Loan Group.
Notwithstanding
the foregoing,
on any Distribution Date, with respect to the Class of Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the Subordinate
Certificates
are no longer
outstanding,
the
Senior Certificates,
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date will be distributable
only to the extent that (1) a shortfall
in the amounts
available
to pay Accrued
Certificate
Interest on any Class of
Certificates
results from an interest rate reduction in connection with a
Servicing
Modification,
or (2) such unpaid Accrued Certificate
Interest
was
attributable
to
interest
shortfalls
relating
to the
failure of the Master
Servicer
to make any
required
Advance,
or the
determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable
Advance with respect to the related Mortgage
Loan where such
Mortgage
Loan has not yet been the
subject of a Cash
Liquidation
or REO
Disposition
or the
related
Liquidation
Proceeds, Insurance Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions
of principal
on the Senior
Certificates
on each
Distribution
Date
occurring
prior to the Credit
Support
Depletion Date will be made as follows:
(i)
the Group I Senior Principal Distribution Amount shall be
distributed sequentially, as follows:
(A)
first,
to the Class R-I,
Class
R-II and Class
R-III
Certificates,
on a pro rata basis
until the
Certificate
Principal
Balances thereof have been reduced to zero; and
(B)
second, any remaining amount concurrently to the Class I-A-1
Certificates and Class I-A-2
Certificates,
on a pro rata basis,
until the Certificate Principal Balances thereof have been reduced
to zero;
(ii)
the Group II Senior
Principal
Distribution
Amount shall be distributed
concurrently to the Class II-A-1
Certificates
and
Class II-A-2
Certificates,
on a pro rata basis until the Certificate
Principal
Balances thereof have been reduced to zero;
and
(iii)
the Group III Senior
Principal
Distribution
Amount
shall be
distributed
concurrently,
on a pro rata basis (based on the
aggregate
Certificate
Principal
Balance of the Class
III-A-1
and Class
III-A-2
Certificates,
on the one hand,
and the
Certificate Principal Balance of the Class III-A-3 Certificates, on
the other hand), as follows:
(A)
to the Holders of the Class III-A-1 and Class III-A-2 Certificates
sequentially, as follows:
(1)
first, the lesser of (x) 99.99% of the amount available for
distribution under Section
4.02(b)(iii)(A)
and (y) $350,000,
to
the Class III-A-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(2)
second,
any remaining
amount to the Class III-A-2
Certificates,
until the Certificate
Principal
Balance thereof has been
reduced to zero;
(3)
third,
any remaining
amount to the Class III-A-1
Certificates,
until the
Certificate
Principal
Balance thereof has been
reduced to zero; and
(B)
to the Holders of the Class III-A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(c)
Prior to the occurrence of the Credit Support
Depletion Date but after the reduction of the
Certificate
Principal
Balances
of any of the Group I, Group II or Group III
Certificates
to zero,
the
remaining
Group I, Group II or Group III
Certificates,
as
applicable,
will
be
entitled
to
receive,
on a pro
rata
basis,
based
on the
Certificate
Principal
Balances
of the
related
Certificates,
in addition to any Principal
Prepayments in Full and Curtailments related to such Certificates'
respective Loan Group,
100% of the Principal
Prepayments in Full and
Curtailments on the Mortgage Loans in the Loan Group related to the
Certificates
that
have been
reduced
to zero,
and in
accordance
with the
priorities
set
forth in clause
4.02(b) above,
and in
reduction
of the
Certificate
Principal
Balances
thereof,
on any
Distribution
Date
unless
(i) the
weighted
average of the
initial
Subordinate
Percentages
for all three Loan Groups,
weighted on the basis of the Stated
Principal
Balances of the Mortgage
Loans in the related
Loan Group, is at least two times the weighted
average of the initial
Subordinate
Percentages for all three Loan Groups
(calculated
on such basis) and (ii) the
outstanding
principal
balance of the Mortgage Loans in all three Loan Groups
delinquent 60 days or more
averaged
over the last six
months,
as a
percentage
of the
aggregate
outstanding
Certificate
Principal
Balance
of the Class M
Certificates and Class B Certificates, is less than 50%.
(d)
For any
Undercollateralized
Certificate
Group on any Distribution
Date prior to the Credit Support Depletion Date (i) 100%
of the mortgagor
prepayments
allocable to the Class M Certificates and Class B Certificates on
the Mortgage Loans in non-related Loan
Groups will be
distributed
to such
Undercollateralized
Certificate
Group in accordance
with the
priorities
set forth in Section
4.02(b)
for
the
related
Senior
Principal
Distribution
Amount,
in
reduction
of
the
Certificate
Principal
Balance
of
such
Undercollateralized
Certificate Group,
until such Certificate
Principal Balance equals the aggregate Stated Principal Balance of
the
Mortgage Loans in the related Loan Group and (ii) an amount equal
to one month's
interest at the
Pass-Through
Rate for such Class or
Classes of the Undercollateralized
Certificate Group on the related
Undercollateralized
Amount will be distributed from that portion
of the Available
Distribution
Amount for any
non-related
Loan Groups that would be otherwise
allocable to the Class M Certificates
and Class B Certificates,
in the following priority:
first to pay any unpaid interest on such
Undercollateralized
Certificate Group
and then to pay principal
thereon in the priorities set forth in Section
4.02(b).
If there exists more than one
Undercollateralized
Certificate
Group on a Distribution
Date,
amounts
distributable
to such
Undercollateralized
Certificate
Groups
pursuant to the
preceding
sentence will be allocated
between such
Undercollateralized
Certificate
Groups,
pro rata,
based upon their
respective
Undercollateralized Amounts.
(e)
After reduction of the Certificate
Principal Balances of the Senior
Certificates in a Certificate Group to zero but prior to
the Credit
Support
Depletion
Date,
such Class or Classes of Senior
Certificates
will be entitled to no further
distributions
of
principal thereon and the related Available
Distribution
Amount will be paid (subject to Section 4.02(c) above) solely to
the holders
of the Subordinate Certificates, in each case as described herein.
(f)
On or after the occurrence of the Credit Support
Depletion
Date, all priorities
relating to
distributions
as described in
clause (b) above in respect of principal among the various classes
of Senior
Certificates will be disregarded,
and (i) the applicable
Senior
Principal
Distribution
Amount
will be
distributed
to the
remaining
Classes of related
Senior
Certificates
pro rata in
accordance with their respective
outstanding
Certificate
Principal
Balances,
and (ii) the amounts set forth in Section
4.02(a)(i)
will be distributed as set forth therein.
(g)
In addition to the foregoing
distributions,
with respect to any
Subsequent
Recoveries,
the Master
Servicer shall deposit
such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii).
If, after taking into account such
Subsequent
Recoveries,
the amount of a Realized
Loss is
reduced,
the amount of such
Subsequent
Recoveries
will be applied to
increase
the
Certificate
Principal
Balance of the Class of Subordinate
Certificates
with the Highest Priority to which Realized Losses,
have been allocated,
but not by more than the amount of Realized Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. The
amount of any
remaining
Subsequent
Recoveries
will be
applied
to
increase
the
Certificate
Principal
Balance
of the Class of
Certificates
with
the
next
Lower
Priority,
up to the
amount
of such
Realized
Losses
previously
allocated
to that
Class of
Certificates
pursuant to Section
4.05.
Any
remaining
Subsequent
Recoveries
will in turn be applied to increase
the
Certificate
Principal
Balance of the Class of
Certificates
with the next Lower
Priority
up to the amount of such
Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05,
and so on.
Holders of such
Certificates
will not be entitled to
any payment in respect of Accrued
Certificate
Interest on the amount of such increases for any Interest
Accrual Period preceding the
Distribution
Date on which such increase
occurs.
Any such increases
shall be applied to the Certificate
Principal
Balance of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(h)
Each
distribution
with respect to a Book-Entry
Certificate
shall be paid to the
Depository,
as Holder
thereof,
and the
Depository
shall be solely
responsible for crediting the amount of such
distribution to the accounts of its Depository
Participants
in accordance with its normal
procedures.
Each Depository
Participant
shall be responsible for disbursing such
distribution to the
Certificate
Owners that it represents
and to each indirect
participating
brokerage
firm (a "brokerage
firm") for which it acts as
agent.
Each
brokerage
firm shall be
responsible
for disbursing
funds to the
Certificate
Owners that it represents.
None of the
Trustee, the Certificate Registrar, the Company or the Master
Servicer shall have any responsibility therefor.
(i)
Except as otherwise
provided in Section 9.01, if the Master Servicer
anticipates that a final
distribution
with respect to
any Class of Certificates
will be made on a future
Distribution
Date, the Master Servicer shall, no later than 40 days prior to
such
final
distribution,
notify the Trustee and the Trustee
shall,
not earlier
than the 15th day and not later than the 25th day of the
month next
preceding
the month of such final
distribution,
distribute
or cause to be
distributed
to each Holder of such Class of
Certificates
a notice to the effect
that:
(i) the Trustee
anticipates
that the final
distribution
with
respect to such Class of
Certificates
will be made on such
Distribution
Date but only upon
presentation and surrender of such
Certificates at the office of
the Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such
Certificates from and after the end of the
prior calendar month. In the event that
Certificateholders
required to surrender
their
Certificates
pursuant to Section 9.01(c) do
not
surrender
their
Certificates
for final
cancellation,
the
Trustee
shall
cause
funds
distributable
with
respect
to such
Certificates
to be
withdrawn
from the
Certificate
Account
and
credited
to a separate
escrow
account
for the
benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(See Section 4.03 of the
Standard Terms and Exhibit Four hereto)
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer.
(See Section 4.04 of the
Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine the total amount of Realized
Losses,
if any, that
resulted from any Cash
Liquidation,
Servicing
Modification,
Debt Service
Reduction,
Deficient
Valuation or REO Disposition
that
occurred
during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes
a
reduction
of the
interest rate on a Mortgage
Loan,
the amount of the reduction in the interest
portion of the Monthly
Payment due during the related
Due Period.
The amount of each Realized Loss shall be evidenced by an Officers'
Certificate.
All Realized
Losses shall be allocated
as follows:
first, to the Class B-3 Certificates
until the Certificate
Principal
Balance thereof has been reduced to zero;
second,
to the Class B-2
Certificates
until the
Certificate
Principal
Balance
thereof has been reduced to zero;
third,
to the Class B-1
Certificates
until the Certificate
Principal Balance thereof has been reduced to zero; fourth to the
Class M-3 Certificates until the
Certificate
Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates
until the Certificate
Principal
Balance thereof has been reduced to zero;
sixth, to the Class M-1
Certificates
until the Certificate
Principal
Balance thereof has
been reduced to zero;
and,
thereafter,
the entire amount of Realized Losses will be allocated (A) on a pro
rata basis to the Group I
Senior Certificates,
in the case of Realized Losses on Group I Loans, (B) on a pro rata
basis to the Group II Senior Certificates,
in
the case of
Realized
Losses
on Group II Loans
and (C) on a pro rata
basis to the Group
III
Senior
Certificates,
in the case of
Realized
Losses
on Group III
Loans;
provided,
however,
that (i) such
Realized
Losses
otherwise
allocable
to the Class
I-A-1
Certificates
will be
allocated
to the
Class
I-A-2
Certificates
until
the
Certificate
Principal
Balance
of the
Class
I-A-2
Certificates
has been
reduced to zero,
(ii) such
Realized
Losses
otherwise
allocable to the Class
II-A-1
Certificates
will be
allocated to the Class II-A-2
Certificates until the Certificate
Principal Balance of the Class II-A-2
Certificates has been reduced
to zero and (iii) such Realized
Losses
otherwise
allocable to the Class III-A-1,
Class
III-A-X-1,
Class III-A-2 and Class III-A-3
Certificates will be allocated first, to the Class III-A-3
Certificates
until the Certificate
Principal Balance of the Class III-A-3
Certificates
has been reduced to zero and second,
pro rata, to the Class III-A-2
Certificates,
Class III-A-X-1
Certificates
(with
respect to such Realized Losses attributable to interest) and Class
III-A-1
Certificates until the Certificate
Principal Balances (or
Notional Amount in the case of the Class III-A-X-1
Certificates) of the Class III-A-2 Certificates,
Class III-A-X-1
Certificates and
Class III-A-1 Certificates have 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 to a Class
of
Certificates
shall be made by reducing the Certificate
Principal
Balance
thereof by the amount so allocated,
which
allocation
shall be deemed to have occurred on such
Distribution
Date;
provided that no such reduction
shall reduce the aggregate
Certificate
Principal
Balance of the
Certificates
below the aggregate
Stated
Principal
Balance of the Mortgage
Loans.
Any allocation of the
principal
portion of Realized
Losses to the
Subordinate
Certificates
then
outstanding
with the Lowest
Priority shall be made by
operation of the definition of "Certificate
Principal
Balance" and by operation of the provisions of Section 4.02(a).
Allocations of
the interest
portions of Realized
Losses (other than any interest rate reduction
resulting from a Servicing
Modification)
shall be
made in proportion to the amount of Accrued Certificate Interest
and by operation of the definition of "Accrued
Certificate
Interest"
and by operation of the
provisions
of Section
4.02(a).
Allocations
of the interest
portion of a Realized Loss
resulting
from an
interest rate reduction in connection with a Servicing
Modification
shall be made by operation of the provisions of Section
4.02(a).
All Realized
Losses and all other losses
allocated to a Class of Certificates
hereunder will be allocated among the
Certificates of
such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms).
Section 4.07
Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of the Standard Terms).
ARTICLE V
THE CERTIFICATES
Section 5.01
The Certificates.
(See Article V of the Standard Terms)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01
Respective Liabilities of the Company and Master Servicer.
(See Section 6.01 of the Standard Terms.)
Section 6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer.
(a)
(See Section 6.02(a) of the Standard Terms).
(b)
(See Section 6.02(b) of the Standard Terms).
(c)
(See Section 6.02(c) of the Standard Terms).
(d)
The conversion of Residential Funding Mortgage Securities I, Inc.'s
organizational
structure from a Delaware
corporation to
a limited
liability
company
shall not
require
the
consent of any party or notice to any party and shall not in any
way affect the
rights or obligations of Residential Funding Mortgage Securities I,
Inc. hereunder.
(e)
The Master
Servicer shall notify the Rating
Agencies and the Trustee in writing of any merger,
conversion or
consolidation
of the Master Servicer with or into any Person.
Section 6.03
Limitation on Liability of the Company, Master Servicer and Others.
(See Section 6.03 of the Standard Terms.)
Section 6.04
Company and Master Servicer Not to Resign.
(See Section 6.04 of the Standard Terms.)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
ARTICLE X
REMIC PROVISIONS
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms)
Section 10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard Terms)
Section 10.03
Designation of REMIC(s).
The REMIC
Administrator
will make an election to treat the segregated pool of assets
described in the definition of REMIC I
(as defined
herein),
and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as
a REMIC (REMIC I) for federal
income tax
purposes.
The REMIC
Administrator
will make an election to treat the
segregated
pool of
assets
consisting of the
Uncertificated
REMIC I Regular
Interests,
and subject to this Agreement
(excluding
the Initial
Monthly
Payment Fund),
as a REMIC (REMIC II) for federal income tax purposes and will make
an election to treat the segregated
pool of assets
consisting of the
Uncertificated
REMIC II Regular
Interests,
and subject to this Agreement
(excluding the Initial
Monthly Payment
Fund), as a REMIC (REMIC III) for federal income tax purposes.
The
Uncertificated
REMIC I Regular
Interests will be "regular
interests" in REMIC I and the Class R-I Certificates will be
the sole class of
"residual
interests"
in REMIC I for
purposes of the REMIC
Provisions
(as defined in the
Standard
Terms).
The
Uncertificated
REMIC II Regular
Interests will be "regular
interests" in REMIC II and the Class R-II
Certificates
will be the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as defined in the Standard Terms).
The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
III-A-1,
Class III-A-2,
Class III-A-3, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3
Certificates
will be "regular
interests" in REMIC 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.
Section 10.04
Distributions on the Uncertificated REMIC I Regular Interests.
(a)
On each
Distribution Date the Trustee shall be deemed to distribute to
itself,
as the holder of the
Uncertificated
REMIC I
Regular
Interests
and to the holder of the Class R-I
Certificate,
Uncertificated
Accrued
Interest on the
Uncertificated
REMIC I
Regular Interests and Class R-I Certificate,
pro rata, for such Distribution
Date, plus any
Uncertificated
Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b)
Distributions
of principal from the Group I Loans shall be deemed to be made to
the
Uncertificated
REMIC I Regular Interest
R-II and Class R-I Certificate,
pro rata, until the Uncertificated
Principal Balance of the
Uncertificated
REMIC I Regular Interest
R-II and the principal balance of the Class R-I Certificate have
been reduced to zero.
(c)
Distributions
of
principal
from the Loan
Groups
shall
then be deemed to be made to the
related
Uncertificated
REMIC I
Regular Interests (other than Uncertificated
REMIC I Regular Interest R-II) first, so as to keep the
Uncertificated
Principal Balance
of each such related
Uncertificated
REMIC I Regular
Interest ending with the designation "B" equal to 0.01% of the
aggregate
Stated
Principal
Balance of the Mortgage Loans in the related Loan Group;
second,
so as to keep the principal
balance of each such related
Uncertificated
REMIC I Regular
Interest
ending with the
designation
"A" equal to 0.01% of the Group I Subordinate
Component,
the
Group II Subordinate
Component or the Group III Subordinate
Component,
as the case may be (except that if on any
Distribution
Date
the
Subordinate
Component
for any Loan
Group is
greater
than the
Subordinate
Component
for such
Loan
Group on the
preceding
Distribution
Date, the least amount of principal shall be distributed to
Uncertificated
REMIC I Regular Interests I-A, II-A and III-A
such
that the REMIC I
Subordinate
Balance
Ratio is
maintained);
and
third,
any
remaining
principal
shall be
distributed
to
Uncertificated
REMIC I Regular
Interest ZZZ.
Realized
Losses on the Mortgage
Loans shall be applied after all
distributions
have
been made on each Distribution Date first, so as to keep the
Uncertificated
Principal Balance of each
Uncertificated
REMIC I Regular
Interest
ending with the
designation
"B" equal to 0.01% of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans in the
related Loan Group;
second,
Realized Losses shall be applied after all distributions
have been made on each Distribution Date, so as
to keep the principal
balance of each
Uncertificated
REMIC I Regular
Interest ending with the designation "A" equal to 0.01% of the
Group I Subordinate Component,
the Group II Subordinate Component or the Group III Subordinate
Component,
as the case may be (except
that if on any Distribution
Date the Subordinate
Component for any Group of Loans is greater than the Subordinate
Component for such
Group of Loans on the preceding
Distribution
Date,
the least amount of Realized
Losses shall be applied to
Uncertificated
REMIC I
Regular
Interests
I-A,
II-A and III-A such that the REMIC I
Subordinate
Balance
Ratio is
maintained);
and third,
the remaining
Realized Losses shall be allocated to Uncertificated REMIC I
Regular Interest ZZZ.
(d)
On each Distribution Date the Trustee shall be deemed to distribute
to itself,
as the holder of the
Uncertificated
REMIC II
Regular
Interests and to the holder of the Class R-II
Certificate,
Uncertificated
Accrued Interest on the
Uncertificated
REMIC II
Regular Interests and Class R-II Certificate,
pro rata, for such Distribution Date, plus any
Uncertificated
Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(e)
Distributions
of
principal
in an amount
equal to the sum of the
amounts
in
respect of
principal
distributable
on and
allocated
to each Class of
Certificates
under
Section
4.02
shall be deemed
made by the
Trustee to itself,
as the holder of the
Uncertificated REMIC II Regular Interests, in accordance with the
priority set forth in subsection (f) below.
(f)
The amount
described in subsection
(e) above shall be deemed
distributed
with respect to
Uncertificated
REMIC II Regular
Interests in accordance with the priority
assigned to each Related Class of Certificates,
respectively,
under Section 4.02 until the
Uncertificated
Principal
Balance of each such interest is reduced to zero and to the Class
R-II
Certificates
in accordance with the
priority assigned to such Certificates under Section 4.02.
(g)
In determining from time to time the amounts
distributable on the Uncertificated
REMIC I Regular Interests,
Realized Losses
allocated to the REMIC II Regular
Interests shall be deemed allocated to the
Uncertificated
REMIC I Regular
Interests in accordance
with the priority
assigned to each related Class of Certificates
(other than the Class R Certificates),
respectively,
under Section
4.05.
(h)
Notwithstanding
the deemed
distributions on the
Uncertificated
REMIC I Regular Interests and the
Uncertificated
REMIC II
Regular Interests,
as the case may be, described in this Section 10.04,
distributions of funds from the Certificate
Account shall be
made only in accordance with Section 4.02.
Section 10.05
Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement,
the Trustee or any Paying Agent, as applicable,
shall comply with all
federal withholding
requirements respecting payments to Certificateholders,
including interest or original issue discount payments or
advances
thereof that the Trustee or any Paying Agent, as applicable,
reasonably
believes are applicable under the Code. The consent
of
Certificateholders
shall not be required for such withholding.
In the event the Trustee or any Paying Agent, as applicable,
does
withhold
any amount from
interest or original
issue
discount
payments
or advances
thereof to any
Certificateholder
pursuant to
federal
withholding
requirements,
the
Trustee or any Paying
Agent,
as
applicable,
shall
indicate
the amount
withheld to such
Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section 11.02
Recordation of Agreement.; Counterparts.
(See Section 11.02 of the Standard Terms)
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the Standard Terms)
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms)
Section 11.05
Notices.
All demands and notices
hereunder shall be in writing and shall be deemed to have been duly
given if personally
delivered at
or mailed by registered
mail,
postage
prepaid
(except for notices to the Trustee which shall be deemed to have
been duly given only
when
received),
to the appropriate
address for each recipient
listed in the table below or, in each case, such other address as
may
hereafter be furnished in writing to the Master Servicer, the
Trustee and the Company, as applicable:
Recipient
Address
Company
8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention:
President
Master Servicer
2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention:
Managing Director/Master Servicing
Trustee
Corporate Trust Office
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attn:
Structured Finance/RFMSI 2006-SA4
Standard & Poor's
55 Water Street
New York, New York 10041
Moody's
99 Church Street
New York, New York 10006
Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the
address of such Holder as shown in the Certificate Register.
Any notice so mailed within the time prescribed in this Agreement
shall
be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms).
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard Terms)
Section 11.09
Allocation of Voting Rights.
98.0% of all Voting
Rights shall be allocated
among Holders of
Certificates,
other than the Class R
Certificates
and the
Class III-A-X-1 Certificates,
in proportion to the outstanding Certificate Principal Balances of
their respective
Certificates,
1.0%
of all Voting Rights will be allocated among the Holders of the
Class III-A-X-1
Certificates and 0.33%,
0.33% and 0.34% of all Voting
Rights will be allocated
among the Holders of the Class R-I,
Class R-II and Class R-III
Certificates,
respectively,
in
accordance
with their respective Percentage Interests.
Section 11.10
No Petition.
(See Section 11.10 of the Standard Terms).
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE XII OF THE STANDARD TERMS)
IN WITNESS
WHEREOF,
the Company,
the Master
Servicer and the Trustee have caused their names to be signed
hereto by their
respective
officers
thereunto duly authorized and their respective
seals, duly attested,
to be hereunto affixed,
all as of the day
and year first above written.
[Seal]
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest:
By:
Name: Christopher Martinez
Name: Heather Anderson
Title:
Vice President
Title:
Vice President
[Seal]
RESIDENTIAL FUNDING COMPANY, LLC
Attest:
By:
Name: Heather Anderson
Name: Christopher Martinez
Title:
Associate
Title:
Associate
[Seal]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Attest:
By:
Name: _________
Name: _________
Title:
_________
Title:
Assistant Vice President
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ___th day of ___________,
200__ before me, a notary public in and for said State, personally
appeared Heather
Anderson,
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]
ERROR! UNKNOWN DOCUMENT PROPERTY NAME.
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ___th
day of
___________,
200__
before
me, a notary
public in and for said
State,
personally
appeared
Christopher
Martinez,
known to me to be an Associate of
Residential
Funding
Company,
LLC, one of the entities
that
executed the
within
instrument,
and also known to me to be the person who executed it on behalf of
said company,
and acknowledged to me that such
company executed the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF RAMSEY
)
On the ___th
day of
___________,
200__
before
me, a notary
public in and for said
State,
personally
appeared
___________,
known to me to be an
Authorized
Officer of U.S.
Bank
National
Association,
the national
banking
association
that
executed
the
within
instrument,
and also
known to me to be the
person
who
executed
it on behalf
of said
banking
entity
and
acknowledged to me that such national banking association executed
the within instrument.
IN WITNESS
WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this
certificate
first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP I
(On file with RFC)
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP II
(On file with RFC)
EXHIBIT THREE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP III
(On file with RFC)
EXHIBIT FOUR
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT(5)
(i)
the applicable Record Date, Determination Date, Interest Accrual
Period and Distribution Date;
(ii)
the aggregate amount of payments received with respect to the
Mortgage Loans, including prepayment amounts;
(iii)
the Servicing Fee and Subservicing Fee payable to the Master
Servicer and the Subservicer;
(iv)
the amount of any other fees or expenses paid and the identity of
the party receiving such fees or expenses;
(v)
(a) the amount of such
distribution
to the
Certificateholders
of such Class
applied to reduce the
Certificate
Principal
Balance thereof, and (b) the aggregate amount included therein
representing Principal Prepayments;
(vi)
the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(vii)
if the
distribution to the Holders of such Class of Certificates is less
than the full amount that would be
distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(viii)
the aggregate
Certificate
Principal
Balance of each Class of Certificates,
each Class of Subordinate
Certificates and the
Senior
Percentage
for each Loan
Group,
before
and after
giving
effect to the
amounts
distributed
on such
Distribution
Date,
separately identifying any reduction thereof due to Realized Losses
other than pursuant to an actual distribution of principal;
(ix)
the
weighted
average
remaining
term to maturity of the Mortgage
Loans and for each Loan Group after giving
effect to the
amounts distributed on such Distribution Date;
(x)
the
weighted
average
Mortgage
Rates of the
Mortgage
Loans and for each Loan Group
after
giving
effect to the
amounts
distributed on such Distribution Date;
(xi)
the number and Stated
Principal
Balance of the Mortgage Loans after giving effect to the
distribution
of principal on such
Distribution
Date and the number of Mortgage
Loans at the beginning and end of the preceding Due Period in the
aggregate and for each
Loan Group;
(xii)
on the basis of the most recent
reports
furnished
to it by
Subservicers,
in the
aggregate
and for each Loan Group,
the
number and Stated
Principal
Balances of Mortgage Loans that are Delinquent (A) 30-59 days, (B)
60-89 days and (C) 90 or more days and
the number and Stated Principal Balance of Mortgage Loans that are
in foreclosure;
(xiii)
in the aggregate and for each Loan Group, the aggregate amount of
Realized Losses for such Distribution Date;
(xiv)
the amount, terms and general purpose of any Advance by the Master
Servicer pursuant to Section 4.04;
(xv)
any
material
modifications,
extensions
or waivers to the terms of the
Mortgage
Loans
during the Due Period or that have
cumulatively become material over time;
(xvi)
any material breaches of Mortgage Loan representations or
warranties or covenants in the Agreement;
(xvii)
the related Subordinate Principal Distribution Amount;
(xviii)
in the
aggregate
and for each Loan Group,
the number,
Stated
Principal
Balance and actual
principal
balance of any REO
Properties;
(xix)
the Notional Amount with respect to the Class III-A-X-1
Certificates;
(xx)
the aggregate Accrued
Certificate
Interest remaining unpaid, if any, for each Class of Certificates,
after giving effect to
the distribution made on such Distribution Date;
(xxi)
the Pass-Through Rates on each Class of Certificates;
(xxii)
the occurrence of the Credit Support Depletion Date;
(xxiii)
the Senior Accelerated Distribution Percentage for each Loan Group
applicable to such Distribution Date;
(xxiv)
the Group I Senior Percentage, Group II Senior Percentage and Group
III Senior Percentage for such Distribution Date; and
(xxv)
in the aggregate and for each Loan Group, the aggregate amount of
any recoveries on previously foreclosed loans from Sellers.
In the case of
information
furnished
pursuant to clauses (v) and (vi) above,
the amounts
shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
_______________
(5)
The monthly
Distribution
Date statement shall be available each month via
the Trustee's website,
which is presently located A Holder that requests a
paper copy by calling the Trustee at 1 (800) 934-6802 is entitled
to have a
paper copy mailed to it via first class mail.
EXHIBIT FIVE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF OCTOBER 30, 2006
==============================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of October 30, 2006
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
==============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...................................................1
Section 1.01.
Definitions.............................................1
Section 1.02.
Use of Words and Phrases...............................33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES.................................................33
Section 2.01.
Conveyance of Mortgage Loans...........................33
Section 2.02.
Acceptance by Trustee..................................40
Section 2.03.
Representations, Warranties and Covenants of the
Master Servicer and the Company........................42
Section 2.04.
Representations and Warranties of Residential
Funding................................................43
Section 2.05.
Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I...................................45
Section 2.06.
Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee...........45
Section 2.07.
Issuance of Certificates Evidencing Interests in
REMIC II...............................................45
Section 2.08.
Purposes and Powers of the Trust.......................46
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............46
Section 3.01.
Master Servicer to Act as Servicer.....................46
Section 3.02.
Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations...................................48
Section 3.03.
Successor Subservicers.................................49
Section 3.04.
Liability of the Master Servicer.......................49
Section 3.05.
No Contractual Relationship Between Subservicer
and Trustee or Certificateholders......................50
Section 3.06.
Assumption or Termination of Subservicing
Agreements by Trustee..................................50
Section 3.07.
Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account..........................50
Section 3.08.
Subservicing Accounts; Servicing Accounts..............53
Section 3.09.
Access to Certain Documentation and Information
Regarding the Mortgage Loans...........................54
Section 3.10.
Permitted Withdrawals from the Custodial Account.......55
Section 3.11.
Maintenance of the Primary Insurance Policies;
Collections Thereunder.................................57
Section 3.12.
Maintenance of Fire Insurance and Omissions and
Fidelity Coverage......................................58
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........59
Section 3.14.
Realization Upon Defaulted Mortgage Loans..............61
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.......64
Section 3.16.
Servicing and Other Compensation; Compensating
Interest...............................................66
Section 3.17.
Reports to the Trustee and the Company.................67
Section 3.18.
Annual Statement as to Compliance......................67
Section 3.19.
Annual Independent Public Accountants' Servicing
Report.................................................67
Section 3.20.
Rights of the Company in Respect of the Master
Servicer...............................................68
Section 3.21.
Administration of Buydown Funds........................68
Section 3.22.
Advance Facility.......................................69
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS...............................73
Section 4.01.
Certificate Account....................................73
Section 4.02.
Distributions..........................................73
Section 4.03.
Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting................73
Section 4.04.
Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............76
Section 4.05.
Allocation of Realized Losses..........................77
Section 4.06.
Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................77
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans..........77
Section 4.08.
Surety Bond............................................78
ARTICLE V
THE CERTIFICATES.............................................78
Section 5.01.
The Certificates.......................................78
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................................81
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates......86
Section 5.04.
Persons Deemed Owners..................................87
Section 5.05.
Appointment of Paying Agent............................87
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER..........................87
Section 6.01.
Respective Liabilities of the Company and the
Master Servicer........................................88
Section 6.02.
Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer................88
Section 6.03.
Limitation on Liability of the Company, the Master
Servicer and Others....................................89
Section 6.04.
Company and Master Servicer Not to Resign..............89
ARTICLE VII
DEFAULT......................................................90
Section 7.01.
Events of Default......................................90
Section 7.02.
Trustee or Company to Act; Appointment of Successor....92
Section 7.03.
Notification to Certificateholders.....................93
Section 7.04.
Waiver of Events of Default............................93
ARTICLE VIII
CONCERNING THE TRUSTEE.......................................94
Section 8.01.
Duties of Trustee......................................94
Section 8.02.
Certain Matters Affecting the Trustee..................95
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans..................................................97
Section 8.04.
Trustee May Own Certificates...........................97
Section 8.05.
Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification..............................97
Section 8.06.
Eligibility Requirements for Trustee...................98
Section 8.07.
Resignation and Removal of the Trustee.................99
Section 8.08.
Successor Trustee.....................................100
Section 8.09.
Merger or Consolidation of Trustee....................100
Section 8.10.
Appointment of Co-Trustee or Separate Trustee.........100
Section 8.11.
Appointment of Custodians.............................101
Section 8.12.
Appointment of Office or Agency.......................102
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES........102
Section 9.01.
Optional Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage
Loans.................................................102
Section 9.02.
Additional Termination Requirements...................106
Section 9.03.
Termination of Multiple REMICs........................106
ARTICLE X
REMIC PROVISIONS............................................107
Section 10.01. REMIC
Administration..................................107
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.......................................110
Section 10.03. Designation of
REMIC(s)...............................111
ARTICLE XI
MISCELLANEOUS PROVISIONS....................................111
Section 11.01.
Amendment.............................................111
Section 11.02. Recordation of Agreement;
Counterparts................113
Section 11.03. Limitation on Rights of
Certificateholders............114
Section 11.04. Governing
Law.........................................115
Section 11.05.
Notices...............................................115
Section 11.06. Required Notices to Rating Agency and
Subservicer.....115
Section 11.07. Severability of
Provisions............................116
Section 11.08. Supplemental Provisions for
Resecuritization..........116
Section 11.09. Allocation of Voting
Rights...........................116
ARTICLE XII
COMPLIANCE WITH REGULATION AB...............................117
Section 12.01. Intent of Parties;
Reasonableness.....................117
Section 12.02. Additional Representations and Warranties of the
Trustee...............................................117
Section 12.03. Information to be Provided by the
Trustee.............118
Section 12.04. Report on Assessment of Compliance and
Attestation....118
Section 12.05. Indemnification;
Remedies.............................119
TABLE OF CONTENTS
(continued)
EXHIBITS
Exhibit A:
Form of Class A Certificate
Exhibit A-I:
Form of Class X Certificate
Exhibit B:
Form of Class M Certificate
Exhibit C:
Form of Class B Certificate
Exhibit C-I:
Form of Class P Certificate
Exhibit C-II:
Form of Class SB Certificate
Exhibit D:
Form of Class R Certificate
Exhibit E:
Form of Seller/Servicer Contract
Exhibit F:
Forms of Request for Release
Exhibit G-1:
Form of Transfer Affidavit and Agreement
Exhibit G-2:
Form of Transferor Certificate
Exhibit H:
Form of Investor Representation Letter
Exhibit I:
Form of Transferor Representation Letter
Exhibit J:
Form of Rule 144A Investment Representation Letter
Exhibit K:
Text
of
Amendment
to
Pooling
and
Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L:
Form of Limited Guaranty
Exhibit M:
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N:
Request for Exchange Form
Exhibit O:
Form of Form 10-K Certification
Exhibit P:
Form of Back-Up Certification to Form 10-K Certificate
Exhibit Q:
Information
to be
Provided
by the Master
Servicer to the
Rating Agencies Relating to Reportable Modified Mortgage Loans
Exhibit R:
Servicing Criteria
This is the Standard Terms of Pooling and Servicing Agreement,
dated as
of October 30, 2006 (the "Standard
Terms",
and as
incorporated by reference
into a Series Supplement dated as of the date specified therein,
the "Pooling
and Servicing
Agreement" or "Agreement"),
among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.,
as the company
(together
with its permitted
successors
and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors
and assigns,
the "Master
Servicer"),
and
the
trustee
named
in
the
applicable
Series
Supplement
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
under each
Agreement
in
multiple
classes,
which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans.
In
consideration
of
the
mutual
agreements
herein
contained,
the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever
used in this
Agreement,
the
following
words
and
phrases,
unless the context otherwise
requires,
shall have the meanings
specified in
this Article.
Accretion Termination Date:
As defined in the Series Supplement.
Accrual Certificates:
As defined in the Series Supplement.
Accrued
Certificate
Interest:
With respect to each Distribution Date,
as to any Class or Subclass of
Certificates
(other than any
Principal
Only
Certificates),
interest accrued during the related Interest Accrual Period at
the
related
Pass-Through
Rate
on
the
Certificate
Principal
Balance
or
Notional Amount thereof
immediately prior to such Distribution
Date. Accrued
Certificate
Interest
will be
calculated
on the
basis of a
360-day
year,
consisting of twelve 30-day months. In each case Accrued
Certificate
Interest
on any Class or Subclass of Certificates will be reduced by the
amount of:
(i)
Prepayment
Interest
Shortfalls on all Mortgage
Loans or, if the
Mortgage
Pool is
comprised
of two or more Loan
Groups,
on the
Mortgage
Loans in the
related
Loan
Group
(to the
extent
not
offset
by the
Master
Servicer
with a payment
of
Compensating
Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan)) of
Realized
Losses
on
all
Mortgage
Loans
or,
if the
Mortgage
Pool is
comprised
of two or more Loan
Groups,
on the
Mortgage
Loans
in
the
related
Loan
Group
(including
Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses and
Extraordinary
Losses) not
allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest
portion of Advances
that were
(A) previously
made
with
respect to a Mortgage
Loan or REO
Property on all Mortgage
Loans or, if the
Mortgage
Pool is
comprised of two or more Loan
Groups,
on the Mortgage
Loans in the related
Loan Group,
which
remained
unreimbursed
following
the
Cash
Liquidation
or
REO
Disposition
of such
Mortgage
Loan or REO
Property
or (B) made
with respect to delinquencies
that were ultimately
determined to
be Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses or
Extraordinary
Losses on all Mortgage Loans
or, if the Mortgage
Pool is comprised of two or more Loan Groups,
on the Mortgage Loans in the related Loan Group, and
(iv)
any other
interest
shortfalls
not covered by the
subordination
provided by the related Class M
Certificates
and related Class B
Certificates,
including interest that is not collectible from the
Mortgagor pursuant to the Relief Act,
with
all such
reductions
allocated
(A) among
all of the
Certificates
in
proportion
to
their
respective
amounts
of
Accrued
Certificate
Interest
payable
on such
Distribution
Date
absent
such
reductions
or (B) if
the
Mortgage
Pool is
comprised of two or more Loan
Groups,
the related
Senior
Percentage
of such
reductions
among
the
related
Senior
Certificates
in
proportion
to the amounts of Accrued
Certificate
Interest
payable from the
related Loan Group on such Distribution Date absent such
reductions,
with the
remainder of such reductions
allocated among the holders of the related Class
M
Certificates
and the related Class B
Certificates
in proportion to their
respective
amounts
of
Accrued
Certificate
Interest
payable
on
such
Distribution
Date absent such reductions.
In addition to that portion of the
reductions
described
in the
preceding
sentence
that are
allocated to any
Class of Class B Certificates
or any Class of Class M
Certificates,
Accrued
Certificate
Interest on each Class of Class B
Certificates
or each Class of
Class M Certificates
will be reduced by the interest portion (adjusted to the
Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B
Certificates
or such Class of Class M
Certificates
pursuant
to
Section 4.05.
Addendum
and
Assignment
Agreement:
The
Addendum
and
Assignment
Agreement, dated as of January 31, 1995, between MLCC and the
Master Servicer.
Additional
Collateral:
Any of the
following
held, in addition to the
related Mortgaged
Property,
as security for a Mortgage Loan:
(i) all money,
securities,
security
entitlements,
accounts,
general intangibles,
payment
rights,
instruments,
documents,
deposit accounts,
certificates of deposit,
commodities
contracts
and other
investment
property and other
property of
whatever
kind or
description
now
existing or hereafter
acquired
which is
pledged as security for the repayment of such Mortgage Loan,
(ii) third-party
guarantees,
and (A) all money, securities,
security entitlements,
accounts,
general
intangibles,
payment
rights,
instruments,
documents,
deposit
accounts,
certificates of deposit, commodities contracts and other investment
property and other
property of whatever kind or
description
now existing or
hereafter
acquired
which is
pledged as
collateral
for such
guarantee
or
(B) any
mortgaged
property
securing the performance of such
guarantee,
or
(iii) such other collateral as may be set forth in the Series
Supplement.
Additional
Collateral
Loan:
Each
Mortgage
Loan that is supported by
Additional Collateral.
Adjusted
Mortgage Rate:
With respect to any Mortgage Loan and any date
of
determination,
the Mortgage Rate borne by the related Mortgage Note, less
the rate at which the related Subservicing Fee accrues.
Advance:
As to any
Mortgage
Loan,
any
advance
made
by the
Master
Servicer, pursuant to Section 4.04.
Affiliate:
With respect to any Person,
any other
Person
controlling,
controlled
by or
under
common
control
with
such
first
Person.
For the
purposes
of
this
definition,
"control"
means
the
power
to
