==============================================================================================
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF OCTOBER 30, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of October 30, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS15
==============================================================================================
Article I
DEFINITIONS...................................................................9
Section 1.01. Definitions.
........................................................8
Section 1.02. Use of Words and
Phrases............................................18
Section 1.03.
Reserved............................................................18
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..............19
Section 2.01. Conveyance of Mortgage Loans (See Section 2.01 of the
Standard Terms)19
Section 2.02. Acceptance by Trustee. (See Section 2.02 of the
Standard Terms).....19
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and
the
Company.........................................................19
Section 2.04. Representations and Warranties of Sellers. (See
Section 2.04 of the
Standard
Terms).....................................................22
Section 2.05. Execution and Authentication of Certificates/Issuance
of Certificates
Evidencing Interests in the
REMIC...................................22
Section 2.06.
Reserved............................................................22
Section 2.07.
Reserved............................................................22
Section 2.08. Purposes and Powers of the Trust. (See Section 2.08
of the Standard
Terms)..............................................................22
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...............................39
Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01
of the Standard Terms)
23
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations. (See Section
3.02 of the Standard
Terms).........................................23
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard
Terms)...23
Section 3.04
Liability of the Master Servicer. (See Section 3.04 of the Standard
Terms)..............................................................23
Section 3.05
No Contractual Relationship Between Subservicer Agreements by
Trustee. (See Section 3.06 of the Standard
Terms)...................23
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See
Section 3.06 of the Standard
Terms).................................23
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. (See Section 3.07 of the Standard
Terms)...................23
Section 3.08
Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the
Standard
Terms).....................................................23
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans. (See Section 3.09 of the Standard
Terms)............23
Section 3.10
Permitted Withdrawals from the Custodial Account. (See Section 3.10
of the Standard
Terms)..............................................23
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms)................23
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
...........................23
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments. (See Section 3.13 of the Standard
Terms)..............................................................23
Section 3.14
Realization Upon Defaulted Mortage Loans. (See Section 3.14 of the
Standard
Terms).....................................................24
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
..................24
Section 3.16
Servicing and Other Compensation; Compensating Interest. (See
Section
3.16 of the Standard
Terms).........................................24
Section 3.17
Reports to the Trustee and to the Company. (See Section 3.17 of the
Standard
Terms).....................................................24
Section 3.18
Annual Statement as to Compliance and Servicing Assessment. (See
Section 3.18 of the Standard
Terms).................................24
Section 3.19
Annual Independent Public Accountants' Servicing Assessment. (See
Section 3.19 of the Standard
Terms).................................24
Section 3.20
Rights of the Company in Respect of the Master Servicer. (See
Section
3.20 of the Standard
Terms).........................................24
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the Standard
Terms)..............................................................24
Section 3.22
Advance Facility. (See Section 3.22 of the
Standard Terms).........24
Article IV
PAYMENTS TO
CERTIFICATEHOLDERS...............................................25
Section 4.01. Certificate Account. (See Section 4.01 of the
Standard
Terms).........25
Section 4.02.
Distributions.......................................................25
Section 4.03. Statements to Certificateholders; Statements to the
Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard
Terms)....32
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).......32
Section 4.05. Allocation of Realized
Losses.......................................32
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
(See
Section 4.06 of the Standard
Terms).................................34
Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07
of the Standard
Terms)..............................................34
Section 4.08. Surety Bond. (See Section 4.08 of the Standard
Terms)...............34
Section 4.09. Reserve
Fund........................................................34
Article V
THE
CERTIFICATES.............................................................35
Article VI
THE COMPANY AND THE MASTER
SERVICER..........................................36
Section 6.01. Respective Liabilities of the Company and Master
Servicer. (See
Section 6.01 of the Standard
Terms).................................36
Section 6.02. Merger or Consolidation of the Company or Master
Servicer; Assignment
of Rights and Delegation of Duties by the Master
Servicer. ......36
Section 6.03. Limitation on Liability of the Company, Master
Servicer and Others
(See Section 6.03 of the Standard Terms).
..........................36
Section 6.04. Company and Master Servicer Not to Resign (See
Section 6.04 of the
Standard Terms).
...................................................36
Article VII
DEFAULT......................................................................37
Article VIII
CONCERNING THE
TRUSTEE.......................................................38
Section 8.01
Duties of Trustee. (See Section 8.01 of the Standard
Terms).........38
Section 8.02
Certain Matters Affecting the Trustee. (See Section 8.02 of the
Standard Terms) ..................................................
38
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans. (See Section
8.03 of the Standard Terms)........................................
38
Section 8.04
Trustee May Own Certificates. (See Section 8.04 of the Standard
Terms)..............................................................38
Section 8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(See Section 8.05 of the Standard
Terms)............................38
Section 8.06
Eligibility Requirements for Trustee. (See Section 8.06 of the
Standard
Terms).....................................................38
Section 8.07
Resignation and Removal of Trustee. (See Section 8.07 of the
Standard
Terms)..............................................................38
Section 8.08
Successor Trustee.
.................................................38
Section 8.09
Merger or Consolidation of Trustee. (See Section 8.09 of the
Standard
Terms)
.............................................................38
Section 8.10
Appointment of Co-Trustee or Separate Trustee. (See Section 8.10 of
the Standard
Terms).................................................38
Section 8.11
Appointment of Custodian.
..........................................38
Section 8.12
Appointment of Office or Agency. (See Section 8.12 of the Standard
Terms)..............................................................39
Article IX
TERMINATION..................................................................40
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............................40
Section 9.02. Additional Termination Requirements (See Section 9.02
of the Standard
Terms).
............................................................44
Section 9.03. Termination of Multiple REMICs. (See Section 9.03 of
the Standard
Terms)..............................................................44
Article X
REMIC
PROVISIONS.............................................................45
Section 10.01.REMIC Administration.
(See Section 10.01 of the Standard Terms)....45
Section 10.02.Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard Terms).
.........................45
Section 10.03.Designation of
REMIC................................................45
Section 10.04.Distributions on the Uncertificated REMIC Regular
Interests Z.......45
Section 10.05.Compliance with Withholding
Requirements............................45
Article XI
MISCELLANEOUS
PROVISIONS.....................................................47
Section 11.01.Amendment.
(See Section 11.01 of the Standard Terms)...............47
Section 11.02.Recordation of Agreement;
Counterparts. (See Section 11.02 of the
Standard
Terms).....................................................47
Section 11.03.Limitation on Rights of Certificateholders. (See
Section 11.03 of the
Standard
Terms).....................................................47
Section 11.04.Governing Law. (See Section 11.04 of the Standard
Terms)............47
Section
11.05.Notices.............................................................47
Section 11.06.Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the Standard Terms).48
Section 11.07.Severability of Provisions. (See Section 11.07 of the
Standard
Terms)..............................................................48
Section 11.08.Supplemental Provisions for Resecuritization.
(See Section 11.08 of the
Standard
Terms).....................................................48
Section 11.09.Allocation of Voting
Rights.........................................48
Section 11.10.No
Petition.........................................................48
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Schedule of Discount Fractions
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of 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
Four
hereto
(the
"Standard
Terms"
and,
together
with this
Series
Supplement,
the
"Pooling
and
Servicing
Agreement"
or
"Agreement"),
among
RESIDENTIAL
ACCREDIT
LOANS,
INC., as the company
(together
with its permitted
successors and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together with its
permitted
successors
and assigns,
the "Master
Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the "Certificates"),
to be issued hereunder in multiple classes, which in the
aggregate
will evidence the entire
beneficial
ownership
interest in the Mortgage Loans (as
defined herein).
As provided herein,
the REMIC
Administrator will make an election to treat
the entire
segregated
pool of assets
described in the definition of Trust Fund, and subject
to this
Agreement
(including
the
Mortgage
Loans),
as a real estate
mortgage
investment
conduit (a "REMIC") for federal income tax purposes.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full
herein.
If any term or provision
contained
herein shall
conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the
terms and
provisions
of this Series
Supplement
shall
govern.
All
capitalized
terms not
otherwise
defined
herein
shall
have the
meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
FITCH/MOODY'S
DENOMINATIONS(2)
Class A-1
6.50%
$350,192,000.00
Senior/Super
October 25,
AAA/Aaa
$25,000.00
Senior/Fixed Rate
2036
Class A-2
6.50%
$25,148,000.00
Senior/Senior
October 25,
AAA/Aa1
$25,000.00
Support/Fixed Rate
2036
Class A-3
6.50%
$100,000,000.00
Senior/Accretion
October 25,
AAA/Aaa
$25,000.00
Directed/Fixed Rate
2036
Class A-4
6.50%
$251,000.00
Senior/Accrual/Fixed
October 25,
AAA/Aaa/
$25,000.00
Rate
2036
Senior/Super
Class A-5
6.50%
$23,383,000.00
Senior/Lockout/Fixed
October 25,
AAA/Aaa
$25,000.00
Rate
2036
Senior/ Senior
Class A-6
6.50%
$1,680,000.00
Support/Lockout/Fixed
October 25,
AAA/Aa1
$25,000.00
Rate
2036
Class A-P
0.00%
$1,839,075.36
Senior/Principal Only
October 25,
AAA/Aaa
$25,000.00
2036
Class A-V
Variable
$0.00(4)
Senior/Interest
October 25,
AAA/Aaa
$2,000,000.00
Rate(3)
Only/Variable Rate
2036
Class R
6.50%
$100.00
Senior/Residual/Fixed
October 25,
AAA/Aaa
(5)
Rate
2036
Class M-1
6.50%
$18,312,400.00
Mezzanine/Fixed Rate
October 25,
AA/NA
$25,000.00
2036
Class M-2
6.50%
$5,655,100.00
Mezzanine/Fixed Rate
October 25,
A/NA
$250,000.00
2036
Class M-3
6.50%
$4,578,000.00
Mezzanine/Fixed Rate
October 25,
BBB/NA
$250,000.00
2036
Class B-1
6.50%
$2,962,100.00
Subordinate/Fixed Rate
October 25,
BB/NA
$250,000.00
2036
Class B-2
6.50%
$2,423,700.00
Subordinate/Fixed Rate
October 25,
B/NA
$250,000.00
2036
Class B-3
6.50%
$2,154,316.27
Subordinate/Fixed Rate
October 25,
NA/NA
$250,000.00
2036
The
Mortgage
Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$538,578,791.63.
(1)
The
Certificates,
other
than
the
Class
B
Certificates
and
Class
R
Certificates,
shall be Book-Entry
Certificates.
The Class B Certificates
and the Class R Certificates
shall be delivered to the holders
thereof in
physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess
thereof,
except that one
Certificate
of any of the Class B-1,
Class B-2 and Class B-3
Certificates
that contains an uneven
multiple of
$1,000
shall be issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth
above and such uneven
multiple
for such
Class or the sum of such
denomination and an integral
multiple of $1,000.
(3)
The initial Pass-Through Rate on the Class A-V Certificates is
0.4984%.
(4)
The Class A-V Certificates do not have a principal balance. For the
purpose
of calculating
interest
payments,
interest on the Class A-V Certificates
will accrue on a notional
amount equal to the aggregate
stated
principal
balance of the mortgage loans,
which is initially
equal to
approximately
$538,578,791.63.
(5)
The Class R Certificates shall be issuable in minimum
denominations of not
less than a 20% Percentage Interest;
provided,
however,
that one Class R
Certificate will be issuable to Residential Funding as "tax matters
person"
pursuant
to
Sections
10.01(c)
and
(e)
in
a
minimum
denomination
representing a Percentage Interest of not less than 0.01%.
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates:
Any of the Class A-3 Certificates.
Accretion
Termination
Date:
The
earlier to occur of (i) the
Distribution
Date on
which the
Certificate
Principal
Balance of the
Accretion
Directed
Certificates
has been
reduced to zero and (ii) the occurrence of the Credit Support
Depletion Date.
Accrual Certificates:
The Class A-4 Certificates.
Accrual
Distribution
Amount:
On each
Distribution
Date
preceding
the
Accretion
Termination Date, an amount equal to the amount of Accrued
Certificate
Interest on the Class
A-4
Certificates
for that date which will be added to the Certificate
Principal
Balance of
the Class A-4
Certificates
and
distributed
to the
holders
of the Class A-3
Certificates
pursuant to Section 4.02(i).
Assignment
Agreement and Amendment of Security
Instrument:
With respect to a Sharia
Mortgage
Loan, the agreement
between the consumer and the co-owner
pursuant to which all of
the
co-owner's
interest as a
beneficiary
under the related
Sharia
Mortgage Loan Security
Instrument
and the
co-owner's
interest in the related
Mortgaged
Property is conveyed to a
subsequent
owner,
which may take the form of an "Assignment
Agreement" and an "Amendment of
Security
Instrument" or an "Assignment
Agreement and Amendment of Security
Instrument",
as
applicable.
Bankruptcy
Amount:
As of any date of
determination
prior to the first
anniversary
of the Cut-off
Date,
an amount
equal to the excess,
if any, of (A)
$150,000
over (B) the
aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in
accordance
with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the
lesser
of (a) the
Bankruptcy
Amount
calculated
as of the close of
business on the Business Day immediately
preceding the most recent anniversary of the
Cut-off Date
coinciding
with or preceding
such date of
determination
(or, if such
date of
determination
is an
anniversary
of the
Cut-off
Date,
the
Business
Day
immediately
preceding such date of
determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of:
(A)
(i)
if
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans as of the Relevant
Anniversary is less than 10% of the Stated
Principal Balance of the Mortgage Loans as of the Relevant
Anniversary,
$0.00,
or (ii) if the aggregate
principal balance of the Non-Primary
Residence Loans
as of the
Relevant
Anniversary
is equal to or greater than 10% of the Stated
Principal
Balance of the Mortgage
Loans as of the Relevant
Anniversary,
the
sum of (I) the aggregate
principal balance of the Non-Primary
Residence Loans
with a
Loan-to-Value
Ratio of greater
than
80.00% but less than or equal to
90.00%
(other
than
Additional
Collateral
Loans),
times
0.25%,
(II)
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans
with
a
Loan-to-Value
Ratio of
greater
than
90.00% but less than or equal to 95.00%
(other than Additional
Collateral Loans), times 0.50%, and (III) the aggregate
principal
balance of the
Non-Primary
Residence
Loans
with a
Loan-to-Value
Ratio of greater than 95.00%
(other than
Additional
Collateral
Loans) times
0.75%, in each case as of the Relevant Anniversary; and
(B)
the
greater
of (i) the
product
of (x) an amount
equal to the
largest
difference
in
the
related
Monthly
Payment
for
any
Non-Primary
Residence
Loan
remaining
in
the
Mortgage
Pool
(other
than
Additional
Collateral Loans) which had an original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate thereof was equal to the weighted
average
(based
on the
principal
balance
of the
Mortgage
Loans
as of the
Relevant
Anniversary)
of the Net Mortgage
Rates of all Mortgage
Loans as of
the
Relevant
Anniversary
less
1.25% per
annum,
(y) a number
equal to the
weighted
average
remaining term to maturity,
in months,
of all
Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans
remaining
in the
Mortgage
Pool
divided by the total
number of
Outstanding
Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary,
and (ii)
$50,000,
over (2) the aggregate
amount of Bankruptcy
Losses allocated solely to one or
more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 since the
Relevant Anniversary.
The
Bankruptcy
Amount may be
further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section 4.01 of the Standard Terms,
which shall be entitled
"Deutsche Bank Trust
Company
Americas,
as trustee,
in trust for the registered
holders of Residential
Accredit
Loans, Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-QS15" and which
must be an Eligible Account.
Certificate Policy:
None.
Class A
Certificate:
Any one of the Class
A-1,
Class A-2,
Class
A-3,
Class A-4,
Class
A-5,
Class A-6,
Class A-V or Class A-P
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard
Terms as Exhibit A.
Class A-5/A-6 Lockout Amount:
With respect to any Distribution
Date, an amount,
not
to
exceed
25.0300606806297363%
of
the
Senior
Principal
Distribution
Amount
for
such
Distribution
Date,
equal to the sum of (I) the
product of (A) the
Lockout
Percentage
for
that Distribution Date, (B) the collections
described in Section
4.02(a)(ii)(Y)(A)(1)
after
application of the Senior Percentage,
and (C)
25.0300606806297363%,
and (II) the product of
(A) the
Lockout
Percentage
for
that
distribution
date,
(B) (x) the
Lockout
Prepayment
Percentage for that
distribution
date, times (y) the aggregate of the collections
described
in clauses (A)(2),
(A)(3),
(B), (C), (D) and (E) of Section
4.02(a)(ii)(Y)
(net of amounts
described in Section
4.02(a)(ii)(Y)(F)),
after
application of the Senior
Percentage or the
Senior Accelerated Distribution Percentage, as applicable, and (C)
25.0300606806297363%.
Class R
Certificate:
Any one of 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 D and
evidencing an interest
designated as a "residual
interest"
in the 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
instrument
is located at
1761
East
St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention:
Residential
Funding Company, LLC Series 2006-QS15.
Cut-off Date:
October 1, 2006.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to such Distribution Date.
Discount Net Mortgage Rate:
6.50% per annum.
Due Period:
With
respect to each
Distribution
Date,
the
calendar
month in which
such Distribution Date occurs.
Eligible
Funds:
On any
Distribution
Date,
the excess,
if any,
of the
Available
Distribution Amount over the sum of (i) the aggregate amount of
Accrued
Certificate
Interest
on the
Senior
Certificates,
(ii)
the
Senior
Principal
Distribution
Amount
(determined
without
regard
to
Section
4.02(a)(ii)(Y)(D)
hereof),
(iii)
the
Class
A-P
Principal
Distribution
Amount
(determined
without regard to clause (E) of the definition of Class A-P
Principal
Distribution
Amount) and (iv) the aggregate amount of Accrued Certificate
Interest
on the Class M, Class B-1 and Class B-2 Certificates.
Fraud
Loss
Amount:
As of any date of
determination
after
the
Cut-off
Date,
an
amount
equal to: (X) prior to the first
anniversary
of the Cut-off
Date an amount equal to
3.00% of the aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the
Cut-off
Date
minus the
aggregate
amount of Fraud
Losses
allocated
solely to one or more
specific
Classes of Certificates
in accordance
with Section 4.05 of this Series
Supplement
since the
Cut-off
Date up to such
date of
determination,
(Y) from the
first to,
but not
including,
the second
anniversary
of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud
Loss
Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b)
2.00% of the aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the
most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates in accordance with Section
4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination,
and (Z) from the second to, but not including,
the fifth
anniversary of the Cut-off Date, an
amount
equal
to (1)
the
lesser
of (a)
the
Fraud
Loss
Amount
as of
the
most
recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding
principal balance
of all of the Mortgage
Loans as of the most recent
anniversary of the Cut-off Date minus (2)
the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of
Certificates
in
accordance
with
Section
4.05
since the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination.
On and after
the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud
Loss
Amount
may be further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Initial Monthly Payment Fund: $[ ] representing
scheduled principal
amortization and
interest at the Net Mortgage
Rate
payable
during the
November
2006 Due Period,
for those
Mortgage Loans for which the Trustee will not be entitled to
receive such payment.
Initial
Subordinate
Class
Percentage:
With
respect to each
Class of
Subordinate
Certificates,
an
amount
which is
equal
to the
initial
aggregate
Certificate
Principal
Balance of such Class of Subordinate
Certificates
divided by the aggregate
Stated Principal
Balance of all the Mortgage Loans as of the Cut-off Date as
follows:
Class M-1:
3.40%
Class B-1:
0.55%
Class M-2:
1.05%
Class B-2:
0.45%
Class M-3:
0.85%
Class B-3:
0.40%
Interest Accrual Period:
With
respect
to
any
Class
of
Certificates
and
any
Distribution
Date, the calendar
month
preceding the month in which such
Distribution
Date
occurs.
Lockout
Certificates:
Any
one
of
the
Class
A-5
Certificates
or
Class
A-6
Certificates.
Lockout
Percentage:
For any
distribution
date occurring prior to the
distribution
date in November 2011,
0%. For each
distribution
date occurring
after the first five years
following
the Closing Date, a fraction,
the numerator of which is the aggregate
Certificate
Principal
Balance
of
the
Class
A-5
Certificates
and
Class
A-6
Certificates
and
the
denominator of which is the aggregate
Certificate
Principal
Balance of the Class A-3, Class
A-4, Class A-5 and Class A-6 Certificates.
Lockout
Prepayment
Percentage:
For any
Distribution
Date
occurring
prior to the
Distribution
Date in November 2011, 0%. For any Distribution
Date occurring
thereafter,
as
follows:
30% for any
Distribution
Date on or
after
November
2011 and
prior to
November
2012;
40% for any
Distribution
Date on or after
November 2012 and prior to November
2013;
60% for any
Distribution
Date on or after
November 2013 and prior to November 2014; 80% for
any
Distribution
Date on or after November 2014 and prior to November 2015; and 100%
for any
Distribution Date thereafter.
Maturity
Date:
October 25, 2036, the
Distribution
Date
immediately
following the
latest scheduled maturity date of any Mortgage Loan.
Mortgage:
With respect to each
Mortgage Note related to a Mortgage Loan which is not
a Cooperative
Loan, the mortgage,
deed of trust or other
comparable
instrument
creating a
first
lien on an estate in fee
simple or
leasehold
interest
in real
property
securing a
Mortgage
Note.
With respect to each
Obligation
to Pay related to a Sharia
Mortgage
Loan,
the Sharia Mortgage Loan Security Instrument.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit One (as
amended
from time to time to reflect the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the
following
information
as to each
Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P
& I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which
the
Subservicing
Fee
accrues
("SUBSERV
FEE")
and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation residence; and
(xii)
a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured
by a non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set
forth all of the
information required.
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,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund including,
without
limitation,
(i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security
Agreement,
Assignment
of Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and
all rights appertaining
thereto,
(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
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness
of a
Mortgagor
under
a
Mortgage
Loan,
together
with
any
modification
thereto.
With respect to each Sharia
Mortgage Loan, the related
Obligation to
Pay.
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.
As to any
Sharia
Mortgage
Loan, the profit factor
described in the related
Obligation to Pay, or any
modification thereto other than a Servicing Modification.
Mortgagor:
The
obligor
on a Mortgage
Note,
or with
respect to a Sharia
Mortgage
Loan, the consumer on an Obligation to Pay.
Notional Amount:
As of any
Distribution
Date,
with
respect
to any
Class
A-V
Certificates
or Subclass
thereof issued
pursuant to Section
5.01(c) of the Standard Terms,
the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
corresponding
to
the
Uncertificated
REMIC Regular
Interests Z represented
by such Class or Subclass
immediately
prior to such date.
Pass-Through
Rate:
With
respect to the Senior
Certificates
(other
than the Class
A-V
Certificates and Class A-P
Certificates),
Class M Certificates and Class B Certificates
and any
Distribution
Date,
the per
annum
rates
set
forth in the
Preliminary
Statement
hereto.
With respect to the Class A-V Certificates
(other than any Subclass thereof) and any
Distribution
Date, a rate equal to the weighted
average,
expressed as a percentage,
of the
Pool
Strip
Rates
of all
Mortgage
Loans
as of the Due
Date in the
related
Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances of such Mortgage Loans as
of the day
immediately
preceding
such
Distribution
Date (or,
with respect to the initial
Distribution
Date, at the close of business on the Cut-off
Date).
With respect to the Class
A-V Certificates and the initial
Distribution
Date the Pass-Through Rate is equal to 0.4984%
per annum.
With
respect
to any
Subclass
of Class A-V
Certificates
and any
Distribution
Date,
a rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip
Rates of all Mortgage Loans
corresponding
to the
Uncertificated
REMIC Regular
Interests Z
represented
by such
Subclass as of the Due Date in the
related Due Period,
weighted on the
basis
of the
respective
Stated
Principal
Balances
of such
Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or with respect to the initial
Distribution
Date, at the close of business on the Cut-off
Date).
The Principal
Only
Certificates
have
no Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
Prepayment
Assumption:
The
prepayment
assumption
to be used for
determining
the
accrual of original issue
discount and premium and market
discount on the
Certificates
for
federal
income tax purposes,
which assumes a constant
prepayment
rate of 8.0% per annum of
the then
outstanding
principal
balance of the related
Mortgage Loans in the first month of
the life of such Mortgage
Loans and an additional
approximately
1.0909090909%
per annum in
each month
thereafter
until the twelfth
month,
and
beginning in the twelfth
month and in
each month
thereafter
during the life of the Mortgage
Loans, a constant
prepayment rate of
20.0% per annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates,
under the applicable
circumstances
set forth below, the
respective percentages set forth below:
(i)
For any
Distribution
Date prior to the
Distribution
Date in
November
2011
(unless the Certificate
Principal Balances of the Senior
Certificates
(other
than the Class A-P Certificates) have been reduced to zero), 0%.
(ii)
For any Distribution
Date not discussed in clause (i) above on which any Class
of Subordinate Certificates are outstanding:
(a)
in the
case
of
the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and each other
Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a
percentage,
the numerator of which is
the Certificate
Principal Balance of such Class immediately prior to such date
and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution
Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate
Certificates
for
which the Prepayment Distribution Triggers have not been satisfied,
0%.
Notwithstanding the foregoing,
if the application of the foregoing percentages on any
Distribution
Date as provided in Section 4.02 of this Series Supplement
(determined
without
regard to the
proviso to the
definition
of
"Subordinate
Principal
Distribution
Amount")
would
result
in a
distribution
in
respect
of
principal
of
any
Class
or
Classes
of
Subordinate
Certificates
in an
amount
greater
than the
remaining
Certificate
Principal
Balance thereof (any such class, a "Maturing
Class"),
then: (a) the Prepayment
Distribution
Percentage
of each
Maturing
Class
shall
be
reduced
to a level
that,
when
applied
as
described
above,
would exactly
reduce the
Certificate
Principal
Balance of such Class to
zero;
(b)
the
Prepayment
Distribution
Percentage
of
each
other
Class
of
Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class") shall be
recalculated
in accordance
with the provisions in paragraph (ii) above, as if the Certificate
Principal
Balance of each
Maturing Class had been reduced to zero (such
percentage as recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of
the
reductions
in
the
Prepayment
Distribution
Percentages
of the
Maturing
Class or
Classes
pursuant
to
clause
(a) of this
sentence,
expressed as an aggregate
percentage,
shall be allocated among the
Non-Maturing
Classes in
proportion
to their
respective
Recalculated
Percentages
(the
portion
of such
aggregate
reduction so allocated to any Non-Maturing
Class, the "Adjustment
Percentage");
and (d) for
purposes
of
such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of
each
Non-Maturing
Class shall be equal to the sum of (1) the
Prepayment
Distribution
Percentage
thereof,
calculated
in
accordance
with the
provisions
in paragraph
(ii) above as if the
Certificate
Principal
Balance of each Maturing Class had not been reduced to zero,
plus (2)
the related Adjustment Percentage.
Principal Only Certificates:
Any one of the Class A-P Certificates.
Record Date: With respect to each
Distribution
Date and each Class of
Certificates,
the close of business on the last
Business Day of the month
preceding the month in which the
related Distribution Date occurs.
REMIC:
The
segregated
pool of assets with
respect to which a REMIC
election is to
be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all payments and
collections in respect of the Mortgage Loans due after
the Cut-off
Date (other than
Monthly
Payments due in the month of the
Cut-off Date) as shall be on deposit in the Custodial
Account or in the
Certificate
Account
and
identified
as
belonging
to the Trust Fund,
including the proceeds
from the
liquidation
of Additional
Collateral
for any
Additional
Collateral
Loan,
but
not
including
amounts
on
deposit in the Initial Monthly Payment Fund,
(iii)
property
which
secured a Mortgage Loan and which has been acquired for
the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard insurance
policies and Primary Insurance
Policies,
if any,
the Pledged
Assets with respect to each Pledged
Asset
Mortgage
Loan,
and the interest in the Surety Bond
transferred to the Trustee pursuant
to Section 2.01 herein, and
(v)
all proceeds of clauses (i) through (iv) above.
Senior
Certificate:
Any one of the
Class A
Certificates
or Class R
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A and Exhibit D.
Senior
Interest
Distribution
Amount:
With respect to any
Distribution
Date,
the
aggregate
amount
of
Accrued
Certificate
Interest
required
to
be
distributed
on
such
Distribution
Date,
including the Accrual
Distribution
Amount, to the Holders of the Senior
Certificates entitled to receive interest payments on such
Distribution Date.
Senior
Percentage:
As of any
Distribution
Date, the lesser of 100% and a fraction,
expressed as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Senior Certificates
(other than the Class A-P Certificates)
immediately prior
to such
Distribution
Date and the
denominator
of which is the aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or
related
REO
Properties)
(other than the related
Discount
Fraction of each Discount
Mortgage
Loan)
immediately
prior to such
Distribution
Date.
Senior Principal
Distribution
Amount:
With respect to any
Distribution
Date, the
lesser
of
(a)
the
balance
of
the
Available
Distribution
Amount
remaining
after
the
distribution
of
all
amounts
required
to be
distributed
therefrom
pursuant
to
Section
4.02(a)(i) and Section
4.02(a)(ii)(W)
(excluding any amount distributable pursuant to clause
(E) of the
definition
of "Class A-P Principal
Distribution
Amount") and (b) the sum of the
amounts
required to be
distributed
to the Senior
Certificateholders
on such
Distribution
Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and
4.02(a)(xvii).
Senior
Support
Certificates:
Any
of
the
Class
A-2
Certificates
or
Class
A-6
Certificates.
Special
Hazard
Amount:
As of any
Distribution
Date, an amount equal to $5,385,788
minus the sum of (i) the aggregate
amount of Special
Hazard Losses
allocated
solely to one
or more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 of this Series
Supplement
and (ii) the
Adjustment
Amount (as defined
below) as most recently
calculated.
For
each
anniversary
of the
Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated
in accordance
with the
preceding
sentence
(without
giving
effect to the
deduction
of the
Adjustment
Amount
for such
anniversary)
exceeds the greater of (A) the
greater of (i) the
product of the Special
Hazard
Percentage
for such
anniversary
multiplied
by the
outstanding
principal
balance of all the Mortgage
Loans on the
Distribution
Date
immediately
preceding such
anniversary
and (ii) twice the
outstanding
principal
balance of the Mortgage
Loan with the largest
outstanding
principal
balance
as of the
Distribution
Date
immediately
preceding
such
anniversary
and (B) the
greater of (i) the product of 0.50%
multiplied by the
outstanding
principal
balance of all
Mortgage Loans on the Distribution Date immediately
preceding such anniversary
multiplied by
a fraction,
the numerator of which is equal to the aggregate
outstanding
principal
balance
(as of the immediately
preceding
Distribution
Date) of all of the Mortgage Loans secured by
Mortgaged
Properties located in the State of California divided by the
aggregate
outstanding
principal balance (as of the immediately
preceding
Distribution Date) of all of the Mortgage
Loans,
expressed as a
percentage,
and the
denominator
of which is equal to 20.91%
(which
percentage
is equal to the
percentage
of
Mortgage
Loans by
aggregate
principal
balance
initially
secured by Mortgaged
Properties
located in the State of California)
and (ii) the
aggregate outstanding
principal balance (as of the immediately
preceding
Distribution Date)
of the
largest
Mortgage
Loan
secured
by a
Mortgaged
Property
(or,
with
respect
to a
Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special
Hazard Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner
in which
coverage
is
reduced)
provided
that
prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary of the Cut-off Date, the greater
of (i) 1.0% and (ii) the largest
percentage
obtained by dividing the
aggregate
outstanding
principal
balance (as of
immediately
preceding
Distribution
Date) of the
Mortgage
Loans
secured by Mortgaged
Properties
located in a single,
five-digit
zip code area in the State
of
California
by the
outstanding
principal
balance
of all the
Mortgage
Loans as of the
immediately preceding Distribution Date.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and
each Class of
Subordinate
Certificates,
(a) the sum of (i) the
product of (x) the
related
Subordinate
Class
Percentage for such Class and (y) the aggregate of the amounts
calculated
(without giving effect to the related Senior
Percentages)
for such
Distribution
Date under
clauses
(1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A);
(ii) such
Class's
pro rata share,
based on the
Certificate
Principal
Balance of each Class of Subordinate
Certificates
then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b)
(without
giving
effect
to
the
Senior
Accelerated
Distribution
Percentage)
to
the
extent
such
collections
are not otherwise
distributed to the Senior
Certificates;
(iii) the product of
(x) the related
Prepayment
Distribution
Percentage
and (y) the
aggregate of all Principal
Prepayments in Full received in the related
Prepayment
Period and
Curtailments
received in
the
preceding
calendar
month (other than the related
Discount
Fraction of such
Principal
Prepayments in Full and Curtailments
with respect to a Discount
Mortgage Loan) to the extent
not
payable
to the
Senior
Certificates;
(iv) if such
Class is the
Class of
Subordinate
Certificates
with the Highest
Priority,
any Excess
Subordinate
Principal
Amount for such
Distribution
Date not paid to the
Senior
Certificates;
and (v) any
amounts
described
in
clauses (i),
(ii) and (iii) as determined
for any previous
Distribution
Date,
that remain
undistributed
to the extent that such amounts are not
attributable
to Realized Losses which
have been
allocated
to a Class of
Subordinate
Certificates;
minus (b) the sum of (i) with
respect
to the
Class of
Subordinate
Certificates
with the
Lowest
Priority,
any
Excess
Subordinate
Principal
Amount
for
such
Distribution
Date;
and
(ii)
the
Capitalization
Reimbursement
Amount for such Distribution
Date, other than the related Discount Fraction of
any portion of that amount related to each Discount
Mortgage Loan,
multiplied by a fraction,
the
numerator of which is the
Subordinate
Principal
Distribution
Amount for such Class of
Subordinate
Certificates,
without giving effect to this clause (b)(ii),
and the denominator
of which is the sum of the
principal
distribution
amounts for all
Classes of
Certificates
other
than the Class A-P
Certificates,
without
giving
effect
to any
reductions
for the
Capitalization Reimbursement Amount.
Super
Senior
Certificates:
Any
of
the
Class
A-1
Certificates
or
Class
A-5
Certificates.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, as to each
Uncertificated
REMIC Regular
Interest Z, an amount equal to one month's interest at the Pool
Strip
Rate of the
related
Mortgage
Loan on the
principal
balance of such
Mortgage
Loan
reduced by such
Interest's
pro-rata
share of any
prepayment
interest
shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated
Pass-Through Rate: With respect to each
Uncertificated
REMIC Regular
Interest Z, the Pool Strip Rate for the related Mortgage Loan.
Uncertificated
REMIC Regular
Interests Z: Each of the 2,182
uncertificated
partial
undivided
beneficial
ownership interests in the Trust Fund, numbered
sequentially from 1 to
2,182,
each relating to the particular
Mortgage Loan identified by such sequential number on
the Mortgage Loan Schedule,
each having no principal
balance,
and each bearing
interest at
the respective Pool Strip Rate on the Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC Regular
Interests Z
Distribution
Amount:
With respect to any
Distribution
Date,
the sum of the amounts
deemed to be
distributed
on the
Uncertificated
REMIC Regular Interests Z for such Distribution Date pursuant to
Section 10.04(a).
Underwriters:
UBS Securities LLC and Goldman, Sachs & Co.
Section
1.02
Use of Words and Phrases.
"Herein," "hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter" and other
equivalent
words refer to the Pooling and
Servicing
Agreement
as a whole.
All
references
herein to Articles,
Sections or Subsections shall mean the corresponding
Articles,
Sections
and
Subsections
in the Pooling and Servicing
Agreement.
The
definitions
set forth herein
include both the singular and the plural.
References in the Pooling and Servicing
Agreement to "interest" on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans,
amounts in respect
profit payments and acquisition payments, respectively.
Section 1.03. Reserved.
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)
(See Section 2.03(a) of the Standard Terms.
(b) The
Company
hereby
represents
and
warrants to the Trustee for the benefit of
Certificateholders
that as of the Closing Date (or, if otherwise
specified
below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so
Delinquent
more than once in
the 12-month period prior to the Cut-off Date;
(ii)
The
information set forth in Exhibit One hereto with respect to each
Mortgage Loan or
the Mortgage Loans,
as the case may be, is true and correct in all material
respects
at the date or dates respecting which such information is
furnished;
(iii)
The
Mortgage
Loans are
fully-amortizing
(subject
to
interest
only
periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly Payments due, with respect
to a
majority
of the
Mortgage
Loans,
on the first day of each
month and terms to
maturity at origination or modification of not more than 30 years;
(iv)
To the best of the Company's
knowledge,
if a Mortgage Loan is secured by a Mortgaged
Property with a
Loan-to-Value
Ratio at
origination
in excess of 80%, such Mortgage
Loan is the subject of a Primary
Insurance
Policy
that
insures (a) at least 35% of
the Stated Principal
Balance of the Mortgage Loan at origination if the Loan-to-Value
Ratio is between 100.00% and 95.01%,
(b) at least 30% of the Stated Principal Balance
of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is between 95.00% and
90.01%, (c) at least 25% of such balance if the Loan-to-Value
Ratio is between 90.00%
and 85.01% and (d) at least 12% of such balance if the
Loan-to-Value
Ratio is between
85.00%
and
80.01%.
To the
best
of the
Company's
knowledge,
each
such
Primary
Insurance
Policy is in full
force and
effect and the
Trustee
is
entitled
to the
benefits thereunder;
(v)
The
issuers
of
the
Primary
Insurance
Policies
are
insurance
companies
whose
claims-paying abilities are currently acceptable to each Rating
Agency;
(vi)
No more than 0.5% of the Mortgage Loans by aggregate
Stated
Principal
Balance as of
the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area
in Arizona and no more than 0.5% of the Mortgage Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one
zip code area outside Arizona;
(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 46.0% of the Mortgage Loans by aggregate Stated
Principal
Balance as of
the Cut-off Date were
underwritten
under a reduced loan
documentation
program,
no
more than 14.6% of the Mortgage Loans by aggregate Stated Principal
Balance as of the
Cut-off Date were
underwritten
under a no-stated
income
program,
and no more than
9.3% of the Mortgage
Loans by aggregate
Stated
Principal
Balance as of the Cut-off
Date were underwritten under a no income/no asset program;
(x)
Except with
respect to no more than 22.0% of the Mortgage
Loans by aggregate
Stated
Principal
Balance as of the
Cut-off
Date,
the
Mortgagor
represented
in its loan
application
with respect to the related
Mortgage
Loan that the
Mortgaged
Property
would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan
constitutes a qualified
mortgage under Section
860G(a)(3)(A)
of
the Code and
Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4), (5) and (6),
without reliance on the provisions of Treasury
Regulation
Section
1.860G-2(a)(3) or
Treasury
Regulation Section
1.860G-2(f)(2) or any other provision that would allow a
Mortgage Loan to be treated as a "qualified
mortgage"
notwithstanding its failure to
meet the
requirements of Section
860G(a)(3)(A)
of the Code and Treasury
Regulation
Section 1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance was effective as of the closing of each Mortgage Loan and
is valid and
binding
and
remains in full
force and
effect,
unless the
Mortgaged
Properties
are located in the State of Iowa and an
attorney's
certificate
has been
provided as described in the Program Guide;
(xiv)
No more than 0.1% of the Mortgage Loans by aggregate
Stated
Principal
Balance as of
the Cut-off Date are Cooperative Loans;
(xv)
With respect to each
Mortgage Loan
originated
under a
"streamlined"
Mortgage Loan
program
(through
which no new or updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with
the
refinancing
thereof),
the
related
Seller
has
represented
that
either (a) the value of the
related
Mortgaged
Property as of the
date the Mortgage Loan was
originated
was not less than the appraised
value of such
property
at the
time
of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi)
Interest
on
each
Mortgage
Loan
is
calculated
on the
basis
of a
360-day
year
consisting of twelve 30-day months;
(xvii)
None of the Mortgage Loans contain in the related
Mortgage File a Destroyed
Mortgage
Note;
(xviii) No more than 0.1% of the aggregate
principal
balance of the Mortgage Loans, has been
made to an
International
Borrower,
and no such
Mortgagor
is a member of a foreign
diplomatic mission with diplomatic rank;
(xix)
No Mortgage Loan
provides for payments
that are subject to reduction by
withholding
taxes levied by any foreign (non-United States) sovereign
government; and
(xx)
None of the Mortgage Loans is an Additional
Collateral
Loan and none of the Mortgage
Loans is a Pledged Asset Loan.
It is
understood
and
agreed
that the
representations
and
warranties
set
forth in this
Section
2.03(b) shall survive
delivery of the respective
Custodial
Files to the Trustee or
the Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or the
Custodian of a breach of any of the
representations
and warranties set forth in this Section
2.03(b) that materially and adversely affects the interests of the
Certificateholders
in any
Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the
other
parties (the
Custodian
being so
obligated
under a Custodial
Agreement);
provided,
however,
that in the
event of a breach
of the
representation
and
warranty
set
forth in
Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five
days of
discovery.
Within 90 days of its
discovery or its receipt of notice of breach,
the
Company
shall
either (i) cure such breach in all
material
respects or (ii)
purchase
such
Mortgage
Loan from the
Trust
Fund at the
Purchase
Price
and in the
manner
set forth in
Section
2.02;
provided
that the
Company
shall have the option to
substitute
a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within
two years
following
the Closing
Date;
provided
that if the omission or defect would cause
the
Mortgage
Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3)
of the Code,
any such cure or repurchase
must occur within 90 days from the date such breach
was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions
by Residential
Funding.
It is
understood
and
agreed
that the
obligation
of the
Company
to cure
such
breach or to so
purchase or
substitute
for any
Mortgage
Loan as to which such a breach has occurred and is
continuing
shall
constitute
the
sole
remedy
respecting
such
breach
available
to
the
Certificateholders or the Trustee on behalf of the
Certificateholders.
Section
2.04
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms)
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in the REMIC.
The Trustee
acknowledges
the assignment to it of the Mortgage Loans and the delivery
of the
Custodial
Files to it, or the
Custodian
on its
behalf,
subject to any
exceptions
noted,
together
with the
assignment
to it of all other
assets
included in the Trust Fund
and/or the 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
all
Classes of
Certificates
in
authorized
denominations which evidence the beneficial interest in the REMIC.
Section
2.06
Reserved.
Section
2.07
Reserved
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
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.
(See Section 3.02 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 and Servicing Assessment.
(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 the Master Servicer on behalf of the Trustee
(or the Paying Agent
appointed by the Trustee) shall
distribute to the Master
Servicer,
in
the
case
of
a
distribution
pursuant
to
Section
4.02(a)(iii)
below,
and
to
each
Certificateholder
of record on the next
preceding
Record
Date
(other
than as provided in
Section 9.01 of the Standard Terms
respecting the final
distribution)
either in immediately
available
funds (by wire transfer or otherwise) to the account of such
Certificateholder
at
a bank or other entity having appropriate
facilities therefor, if such
Certificateholder has
so
notified
the
Master
Servicer
or the
Paying
Agent,
as the case may be,
or,
if such
Certificateholder
has not so notified
the Master
Servicer or the Paying Agent by the Record
Date,
by check mailed to such
Certificateholder
at the address of such Holder
appearing in
the
Certificate
Register
such
Certificateholder's
share
(which share (A) with respect to
each Class of Certificates
(other than any Subclass of the Class A-V Certificates),
shall be
based
on the
aggregate
of the
Percentage
Interests
represented
by
Certificates
of the
applicable
Class held by such
Holder or (B) with
respect to any
Subclass
of the Class A-V
Certificates,
shall
be
equal
to the
amount
(if
any)
distributed
pursuant
to
Section
4.02(a)(i)
below to each
Holder of a Subclass
thereof)
of the
following
amounts,
in the
following
order of
priority
(subject
to the
provisions
of Section
4.02(b),
(c) and (e)
below), in each case to the extent of the Available Distribution
Amount:
(i)
to
the
Senior
Certificates
(other
than
the
Class
A-P
Certificates
and
on and
prior
to
the
Accretion
Termination
Date,
the
Accrual
Certificates to the extent of Accrual Distribution
Amount), on a pro rata basis based
on Accrued
Certificate
Interest
payable on such
Certificates
with respect to such
Distribution
Date, Accrued
Certificate
Interest on such Classes of Certificates (or
Subclasses,
if any, with respect to the Class A-V Certificates) for such
Distribution
Date,
plus
any
Accrued
Certificate
Interest
thereon
remaining
unpaid
from any
previous
Distribution
Date except as provided in the last
paragraph of this Section
4.02(a); and
(ii)
(W)
to the Class
A-P
Certificates,
the Class A-P
Principal
Distribution
Amount
(applied
to reduce the
Certificate
Principal
Balance of such
Senior Certificates);
(X)
to the Class A-3 Certificates,
the Accrual
Distribution Amount;
and
(Y)
to
the
Senior
Certificates
(other
than
the
Class
A-P
Certificates and Class A-V
Certificates),
in the priorities and amounts set forth in
Section
4.02(b) and (c), the sum of the following
(applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A)
the Senior Percentage for such Distribution Date times the sum of
the following:
(1)
the
principal
portion of each
Monthly
Payment due during the related Due Period on
each
Outstanding
Mortgage
Loan
(other
than
the
related
Discount
Fraction of the
principal
portion of such
payment
with
respect to a
Discount
Mortgage
Loan),
whether or not
received
on or prior to the
related
Determination
Date,
minus the
principal
portion of any Debt
Service
Reduction
(other
than the
related
Discount
Fraction of the
principal
portion of such Debt Service
Reductions with respect to each
Discount
Mortgage
Loan) which
together with other
Bankruptcy
Losses
exceeds the Bankruptcy Amount;
(2)
the Stated
Principal
Balance of any Mortgage Loan
repurchased
during the preceding
calendar
month (or
deemed to have been so
repurchased
in
accordance
with Section
3.07(b) of the Standard
Terms)
pursuant to Section 2.02,
2.03,
2.04 or 4.07 and the
amount of any
shortfall
deposited
in the
Custodial
Account
in
connection
with the
substitution
of a Deleted
Mortgage
Loan
pursuant to Section
2.03 or 2.04
during the
preceding
calendar month (other than the related Discount
Fraction of such Stated
Principal
Balance or shortfall
with respect to each Discount
Mortgage
Loan); and
(3)
the
principal
portion of all other
unscheduled
collections
(other than
Principal
Prepayments in Full and
Curtailments and amounts received in connection
with a Cash
Liquidation or REO Disposition of a Mortgage Loan described
in
Section
4.02(a)(ii)(Y)(B)
of
this
Series
Supplement,
including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds and REO
Proceeds),
including
Subsequent
Recoveries,
received
during
the
preceding
calendar
month
(or
deemed
to
have
been so
received
in
accordance
with Section
3.07(b) of the
Standard
Terms) to the extent
applied
by the
Master
Servicer
as
recoveries
of
principal
of the
related
Mortgage
Loan
pursuant to Section 3.14 of the Standard
Terms
(other than the related
Discount
Fraction of the principal
portion of
such
unscheduled
collections,
with respect to each Discount
Mortgage
Loan);
(B)
with respect to each Mortgage Loan for which a Cash
Liquidation or a REO
Disposition
occurred
during the preceding
calendar
month (or was deemed to have occurred
during such period in accordance
with Section
3.07(b) of the Standard
Terms)
and did not result in any Excess Special
Hazard
Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses or
Extraordinary
Losses,
an
amount
equal to the
lesser
of (a) the
Senior
Percentage
for such
Distribution
Date
times the
Stated
Principal
Balance
of such
Mortgage
Loan
(other
than
the
related
Discount
Fraction
of such
Stated
Principal
Balance,
with
respect to each
Discount Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage
for
such
Distribution
Date
times
the
related
unscheduled
collections
(including without limitation Insurance Proceeds,
Liquidation Proceeds and REO
Proceeds)
to the extent
applied
by the
Master
Servicer
as
recoveries
of
principal
of the
related
Mortgage
Loan
pursuant
to
Section
3.14
of the
Standard
Terms
(in each
case
other
than the
portion
of such
unscheduled
collections,
with respect to a Discount Mortgage Loan,
included in clause (C)
of the definition of Class A-P Principal Distribution Amount);
(C)
the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the aggregate of all Principal
Prepayments in Full received in the related
Prepayment
Period and
Curtailments
received in the preceding
calendar month (other
than
the
related
Discount
Fraction
of such
Principal
Prepayments
in
Full
and
Curtailments, with respect to each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
and
(E)
any amounts
described in subsection
(ii)(Y),
clauses (A), (B) and (C)
of this Section
4.02(a),
as determined
for any previous
Distribution
Date,
which
remain unpaid after
application of amounts
previously
distributed
pursuant to this
clause (E) to the extent that such
amounts are not
attributable
to Realized
Losses
which have been allocated to the Subordinate Certificates; minus
(F)
the
Capitalization
Reimbursement
Amount for such
Distribution
Date,
other than the related
Discount
Fraction
of any
portion of that amount
related to
each Discount Mortgage Loan,
multiplied by a fraction,
the numerator of which is the
Senior Principal
Distribution
Amount,
without giving effect to this clause (F), and
the
denominator
of which is the sum of the
principal
distribution
amounts for all
Classes of Certificates
other than the Class A-P Certificates,
without giving effect
to any reductions for the Capitalization Reimbursement Amount;
(iii) if the Certificate
Principal
Balances of the Subordinate
Certificates
have not been reduced to zero, to the Master Servicer or a
Sub-Servicer,
by remitting
for deposit to the Custodial
Account,
to the extent of and in reimbursement
for any
Advances or
Sub-Servicer
Advances
previously made with respect to any Mortgage Loan
or REO
Property
which remain
unreimbursed
in whole or in part
following
the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property,
minus any such
Advances
that were made with respect to
delinquencies
that
ultimately
constituted
Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses or
Extraordinary Losses;
(iv)
to the Holders of the Class M-1
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(v)
to the
Holders of the Class M-1
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date,
minus (y) the amount of any Class A-P
Collection
Shortfalls for
such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates, to
the extent the amounts
available
pursuant
to clause (x) of
Sections
4.02(a)(vii),
(ix),
(xi),
(xiii),
(xiv)
and
(xv) of this
Series
Supplement
are
insufficient
therefor,
applied in reduction of the Certificate
Principal Balance of the Class M-1
Certificates;
(vi)
to the Holders of the Class M-2
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(vii)
to the
Holders of the Class M-2
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date,
minus (y) the amount of any Class A-P
Collection
Shortfalls for
such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates, to
the extent the amounts
available
pursuant to clause (x) of
Sections
4.02(a)
(ix),
(xi), (xiii),
(xiv) and (xv) are insufficient
therefor,
applied in reduction of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(ix)
to the
Holders of the Class M-3
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates, to
the extent the
amounts
available
pursuant
to clause (x) of
Sections
4.02(a)(xi),
(xiii),
(xiv)
and
(xv) are
insufficient
therefor,
applied
in
reduction
of the
Certificate Principal Balance of the Class M-3 Certificates;
(x)
to the Holders of the Class B-1
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(xi)
to the
Holders of the Class B-1
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates, to
the extent the amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xiii),
(xiv) and (xv) are
insufficient
therefor,
applied in reduction
of the
Certificate
Principal Balance of the Class B-1 Certificates;
(xii)
to the Holders of the Class B-2
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(xiii) to the
Holders of the Class B-2
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for
such
Distribution
Date or remaining unpaid for all previous
Distribution
Dates, to
the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xiv) and
(xv) are
insufficient
therefor,
applied in reduction of the
Certificate
Principal
Balance of the Class B-2 Certificates;
(xiv)
to the
Holders of the Class B-3
Certificates,
an amount
equal to (x)
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date,
except as provided below, minus (y) the amount of any Class A-P
Collection
Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution
Dates,
to the extent the amounts available pursuant to clause (x) of
Section
4.02(a)(xv) are
insufficient therefor;
(xv)
to the
Holders of the Class B-3
Certificates,
an amount
equal to (x)
the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for
such
Distribution
Date or
remaining
unpaid
for all
previous
Distribution
Dates
applied
in
reduction
of
the
Certificate
Principal
Balance
of
the
Class
B-3
Certificates;
(xvi)
to the
Senior
Certificates,
on a pro rata
basis in
accordance
with
their respective
outstanding
Certificate Principal Balances, the portion, if any, of
the Available Distribution Amount remaining after the foregoing
distributions applied
to reduce the Certificate
Principal Balances of such Senior
Certificates,
but in no
event more than the aggregate of the
outstanding
Certificate
Principal
Balances of
each such Class of Senior Certificates,
and thereafter,
to each Class of Subordinate
Certificates
then
outstanding
beginning with such Class with the Highest
Priority,
any
portion
of
the
Available
Distribution
Amount
remaining
after
the
Senior
Certificates
have been retired,
applied to reduce the Certificate
Principal Balance
of each
such
Class
of
Subordinate
Certificates,
but in no
event
more
than the
outstanding
Certificate
Principal
Balance
of
each
such
Class
of
Subordinate
Certificates; and
(xvii) to the Class R
Certificates,
the
balance,
if any,
of the
Available
Distribution Amount.
Notwithstanding the foregoing,
on any Distribution Date, with respect to the Class of
Subordinate
Certificates
outstanding on such Distribution Date with the Lowest Priority,
or
in
the
event
the
Subordinate
Certificates
are
no
longer
outstanding,
the
Senior
Certificates,
Accrued
Certificate
Interest
thereon
remaining
unpaid
from
any
previous
Distribution
Date
will be
distributable
only to the
extent
that (1) a
shortfall
in the
amounts
available to pay Accrued
Certificate
Interest on any Class of Certificates
results
from an interest
rate
reduction in
connection
with a Servicing
Modification,
or (2) such
unpaid Accrued
Certificate
Interest was attributable to interest
shortfalls relating to the
failure of the Master
Servicer to make any
required
Advance,
or the
determination
by the
Master Servicer that any proposed
Advance would be a
Nonrecoverable
Advance with respect to
the
related
Mortgage
Loan where such
Mortgage
Loan has not yet been the subject of a Cash
Liquidation or REO Disposition or the related
Liquidation
Proceeds,
Insurance
Proceeds and
REO Proceeds have not yet been distributed to the
Certificateholders.
(b)
Distributions
of
principal
on
the
Senior
Certificates
on
each
Distribution Date will be made as follows:
(i)
the Class A-P Principal
Distribution
Amount shall be distributed to the Class
A-P Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero;
(ii)
an amount equal to the Accrual
Distribution Amount shall be distributed to the
Class A-3
Certificates,
until the
Certificate
Principal
Balance
thereof has been
reduced to zero:
(iii)
the Senior Principal Distribution Amount shall be distributed:
(A)
first, to the Class R Certificates,
until the Certificate
Principal
Balance
thereof has been reduced to zero;
(B) second,
the
balance of the Senior
Principal
Distribution
Amount
remaining
after the distributions,
if any, described in Section
4.02(b)(iii)(A) above shall be
distributed concurrently as follows:
(1)
74.9699393193702637%
of such amount shall be distributed
concurrently,
to the Class
A-1 Certificates and Class A-2 Certificates,
on a pro rata basis in accordance
with their respective
Certificate
Principal
Balances,
until the Certificate
Principal Balances thereof have been reduced to zero; and
(2)
25.0300606806297363%
of such amount shall be distributed in the following
manner and
priority:
i.
first, to the Class A-5 Certificates and Class A-6
Certificates,
on a pro rata basis
in accordance with their respective
Certificate Principal Balances,
until the
Certificate
Principal
Balances
thereof have been reduced to zero,
an amount
equal to the Class A-5/A-6 Lockout Amount;
ii.
second,
sequentially,
to the Class A-3 Certificates and Class A-4
Certificates,
in
that order,
in each case until the Certificate
Principal
Balance thereof has
been reduced to zero; and
iii.
third, to the Class A-5 Certificates and Class A-6
Certificates,
on a pro rata basis
in accordance with their respective
Certificate Principal Balances,
until the
Certificate Principal Balances thereof have been reduced to zero.
(c)
Notwithstanding
Section
4.02(b),
on
or
after
the
Credit
Support
Depletion
Date,
an amount
equal to the
Class A-P
Principal
Distribution
Amount
will be
distributed to the Class A-P Certificates and then the Senior
Principal
Distribution
Amount
will
be
distributed
to
the
remaining
Senior
Certificates
(other
than
the
Class
A-P
Certificates
and the Class A-V
Certificates)
pro rata in accordance
with their
respective
outstanding Certificate Principal Balances.
(d)
After the reduction of the Certificate
Principal Balances of the Senior
Certificates
(other than the Class A-P
Certificates) to zero but prior to the Credit Support
Depletion
Date,
the Senior
Certificates
(other
than the Class A-P
Certificates)
will be
entitled to no further
distributions
of
principal
thereon and the
Available
Distribution
Amount will be distributed
solely to the holders of the Class A-P, Class A-V and
Subordinate
Certificates, in each case as described herein.
(e)
In
addition
to
the
foregoing
distributions,
with
respect
to
any
Subsequent
Recoveries,
the Master
Servicer
shall
deposit
such
funds into the
Custodial
Account
pursuant
to Section
3.07(b)(iii)
of the
Standard
Terms.
If,
after
taking into
account such Subsequent
Recoveries,
the amount of a Realized Loss is reduced,
the amount of
such Subsequent
Recoveries will be applied to increase the Certificate
Principal
Balance of
the Class of Subordinate
Certificates with a Certificate
Principal Balance greater than zero
with the highest
payment
priority to which
Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud Losses,
Excess Special
Hazard Losses and
Extraordinary
Losses,
have
been
allocated,
but not by more than the amount of Realized Losses
previously
allocated to
that Class of
Certificates
pursuant to Section 4.05. The amount of any remaining
Subsequent
Recoveries
will be applied to increase
from zero the
Certificate
Principal
Balance of the
Class of
Certificates
with the next lower
payment
priority,
up to the amount of
Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant to Section
4.05.
Any
remaining
Subsequent
Recoveries
will
in
turn
be
applied
to
increase
from
zero
the
Certificate
Principal
Balance
of the
Class of
Certificates
with the next
lower
payment
priority
up to
the
amount
of
Realized
Losses
previously
allocated
to
that
Class
of
Certificates
pursuant to Section 4.05,
and so on. Holders of such
Certificates
will not be
entitled
to any
payment in respect of
Accrued
Certificate
Interest
on the amount of such
increases for any Interest
Accrual Period
preceding the Interest Accrual Period that relates
to the Distribution
Date on which such increase
occurs.
Any such increases shall be applied
to the
Certificate
Principal
Balance of each
Certificate of such Class in accordance
with
its respective Percentage Interest.
(f)
[Reserved]
(g)
Each
distribution
with
respect to a Book-Entry
Certificate
shall be
paid to the Depository,
as Holder
thereof,
and the Depository
shall be solely
responsible
for crediting the amount of such
distribution to the accounts of its Depository
Participants
in accordance with its normal
procedures.
Each Depository
Participant
shall be responsible
for disbursing
such
distribution
to the
Certificate
Owners that it represents and to each
indirect
participating
brokerage firm (a "brokerage
firm") for which it acts as agent. Each
brokerage firm shall be responsible
for disbursing
funds to the
Certificate
Owners that it
represents.
None of the
Trustee,
the
Certificate
Registrar,
the
Company
or the
Master
Servicer shall have any responsibility therefor.
(h)
Except as otherwise
provided in Section 9.01 of the Standard
Terms, if
the
Master
Servicer
anticipates
that a final
distribution
with
respect
to any Class of
Certificates will be made on the next
Distribution
Date, the Master Servicer shall, no later
than the Determination
Date in the month of such final
distribution,
notify the Trustee and
the Trustee shall,
no later than two (2) Business Days after such
Determination
Date,
mail
on such date to each Holder of such Class of
Certificates
a notice to the effect
that:
(i)
the
Trustee
anticipates
that
the
final
distribution
with
respect
to
such
Class
of
Certificates
will be made on such
Distribution Date but only upon presentation and surrender
of such
Certificates
at the office of the Trustee or as
otherwise
specified
therein,
and
(ii) no
interest
shall
accrue on such
Certificates
from and after the end of the
related
Interest
Accrual
Period.
In the event that
Certificateholders
required to surrender their
Certificates
pursuant
to
Section
9.01(c)
of the
Standard
Terms do not
surrender
their
Certificates
for final
cancellation,
the
Trustee
shall
cause
funds
distributable
with
respect to such
Certificates to be withdrawn from the
Certificate
Account and credited to a
separate
escrow
account
for the benefit of such
Certificateholders
as provided in Section
9.01(d) of the Standard Terms.
(i)
On each Distribution Date preceding the Accretion
Termination Date, the
Accrued
Certificate
Interest
that
would
otherwise
be
distributed
to
the
Class
A-4
Certificates
will
be
added
to
the
Certificate
Principal
Balance
of
the
Class
A-4
Certificates
and
will be
distributed
to the
Holders
of the
Class
A-3
Certificates
as
distributions
of principal
pursuant to Section
4.02(b)(iii) in reduction of the Certificate
Principal
Balance
of
the
Class
A-3
Certificates.
Any
distributions
of
the
Accrual
Distribution
Amount to the Class A-3
Certificates
will
reduce
the
Certificate
Principal
Balance
of the
Class
A-3
Certificates
by such
amount.
The
amount
that is added to the
Certificate
Principal
Balance of the Class A-4
Certificates
will accrue interest at a rate
of 6.50% per annum.
On each
Distribution
Date on or after the Accretion
Termination
Date,
the entire Accrued
Certificate
Interest on the Class A-4
Certificates for such date will be
payable
to the
Holders
of the
Class A-4
Certificates,
as
interest,
to the
extent
not
required to be paid to the Class A-3
Certificates
in order to fully
reduce the
Certificate
Principal
Balance of the Class A-3
Certificates to zero on the Accretion
Termination
Date;
provided,
however,
that if the Accretion
Termination
Date is the Credit Support
Depletion
Date,
the entire
Accrual
Distribution
Amount for such date will be payable as
interest to
the Holders of the Class A-4 Certificates.
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard Terms)
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the
Master Servicer. (See Section 4.04 of the Standard Terms)
Section
4.05
Allocation of Realized Losses.
Prior to each Distribution
Date, the Master Servicer shall determine the total amount
of Realized Losses, if any, that resulted from any Cash
Liquidation,
Servicing
Modification,
Debt Service
Reduction,
Deficient
Valuation or REO
Disposition
that
occurred
during the
related
Prepayment
Period or, in the case of a Servicing
Modification
that
constitutes
a
reduction
of the
interest
rate on a
Mortgage
Loan,
the
amount of the
reduction
in the
interest
portion of the Monthly
Payment
due during the
related
Due Period.
The amount of
each
Realized
Loss shall be
evidenced
by an Officers'
Certificate.
All Realized
Losses,
other than Excess Special Hazard Losses,
Extraordinary
Losses,
Excess
Bankruptcy Losses or
Excess Fraud
Losses,
shall be allocated as follows:
first,
to the Class B-3
Certificates,
until the
Certificate
Principal
Balance
thereof has been reduced to zero;
second,
to the
Class B-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
third, to the Class B-1 Certificates
until the Certificate
Principal
Balance thereof
has been
reduced
to zero;
fourth,
to the Class
M-3
Certificates
until
the
Certificate
Principal
Balance
thereof has been
reduced to zero;
fifth,
to the Class M-2
Certificates
until the
Certificate
Principal
Balance
thereof has been
reduced to zero;
sixth,
to the
Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
and,
thereafter,
if any such
Realized
Loss is on a Discount
Mortgage
Loan, to the
Class A-P
Certificates in an amount equal to the related
Discount
Fraction of the principal
portion
of the
Realized
Loss
until
the
Certificate
Principal
Balance
of the Class A-P
Certificates
has been
reduced to zero,
and the
remainder
of such
Realized
Losses on the
Discount
Mortgage
Loans and the entire
amount of such Realized
Losses on the
Non-Discount
Mortgage
Loans shall be
allocated
among all Senior
Certificates
(other than the Class A-P
Certificates)
on a pro rata basis,
as described
below;
provided,
however,
that
Realized
Losses otherwise
allocable to the Class A-1
Certificates
will be allocated to the Class A-2
Certificates,
until the Certificate
Principal Balance of the Class A-2 Certificates has been
reduced to zero, and Realized Losses otherwise
allocable to the Class A-5
Certificates
will
be allocated to the Class A-6
Certificates,
until the Certificate
Principal
Balance of the
Class
A-6
Certificates
has been
reduced
to zero.
The
principal
portion
of any
Excess
Special
Hazard
Losses,
Excess
Bankruptcy
Losses,
Excess Fraud
Losses and
Extraordinary
Losses on the Discount
Mortgage Loans shall be allocated to the Class A-P
Certificates in an
amount equal to the related
Discount
Fraction
thereof and the
remainder
of the
principal
portion and the entire
interest
portion of such
Realized
Losses on the
Discount
Mortgage
Loans and the entire
principal and interest
portion of such Realized
Losses on Non-Discount
Mortgage
Loans will be
allocated
among the Senior
Certificates
(other
than the Class A-P
Certificates) and the Subordinate Certificates, on a pro rata
basis, as described below.
As used herein,
an
allocation
of a Realized Loss on a "pro rata basis" among two or
more
specified
Classes of
Certificates
means an allocation on a pro rata basis,
among the
various Classes so specified,
to each such Class of Certificates,
on the basis of their then
outstanding
Certificate
Principal
Balances
prior to giving effect to
distributions
to be
made on such
Distribution
Date in the case of the
principal
portion of a Realized
Loss or
based on the Accrued
Certificate
Interest thereon payable on such Distribution Date (without
regard to any
Compensating
Interest for such
Distribution
Date) in the case of an interest
portion of a Realized Loss.
Except as provided in the following
sentence,
any allocation of
the principal
portion of Realized
Losses (other than Debt Service
Reductions) to a Class of
Certificates
shall be made by
reducing
the
Certificate
Principal
Balance
thereof by the
amount so allocated,
which allocation
shall be deemed to have occurred on such
Distribution
Date;
provided
that no such
reduction
shall
reduce the
aggregate
Certificate
Principal
Balance of the
Certificates
below the
aggregate
Stated
Principal
Balance of the Mortgage
Loans;
provided further,
that the Certificate
Principal Balance of the Accrual Certificates
for
purposes
of this
Section
4.05
shall be the
lesser of (a) the
Certificate
Principal
Balance
of
the
Accrual
Certificates
as of the
Closing
Date,
and
(b)
the
Certificate
Principal
Balance of the Accrual
Certificates
prior to giving effect to distributions to be
made on such
Distribution
Date. Any allocation of the principal
portion of Realized
Losses
(other than Debt Service
Reductions) to the Subordinate
Certificates
then
outstanding with
the Lowest
Priority
shall be made by operation of the definition of
"Certificate
Principal
Balance" and by operation of the
provisions of Section
4.02(a).
Allocations of the interest
portions
of
Realized
Losses
(other
than any
interest
rate
reduction
resulting
from a
Servicing
Modification)
shall be made in
proportion
to the amount of
Accrued
Certificate
Interest
and
by
operation
of the
definition
of
"Accrued
Certificate
Interest"
and by
operation of the
provisions
of Section
4.02(a).
Allocations
of the interest
portion of a
Realized
Loss
resulting
from an interest
rate
reduction
in
connection
with a Servicing
Modification
shall be made by operation of the
provisions
of Section
4.02(a).
Allocations
of the
principal
portion
of Debt
Service
Reductions
shall
be made by
operation
of the
provisions
of Section
4.02(a).
All
Realized
Losses and all other
losses
allocated
to a
Class of
Certificates
hereunder will be allocated
among the
Certificates
of such Class in
proportion to the Percentage
Interests evidenced thereby;
provided that if any Subclasses of
the Class A-V
Certificates
have been
issued
pursuant
to Section
5.01(c) of the
Standard
Terms,
such Realized Losses and other losses
allocated to the Class A-V
Certificates
shall
be
allocated
among
such
Subclasses
in
proportion
to the
respective
amounts of Accrued
Certificate
Interest payable on such
Distribution
Date that would have resulted absent such
reductions.
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See
Section 4.06 of the Standard Terms)
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the
Standard Terms)
Section
4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
Section 4.09
[Reserved]
ARTICLE V
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 the 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)
Notwithstanding
anything else in this Section 6.02 to the contrary, the
conversion of
Residential
Funding
Company,
LLC's or
Residential
Accredit
Loans,
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 Company,
LLC or Residential
Accredit Loans,
Inc. hereunder.
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
Section 8.01
Duties of Trustee.
(See Section 8.01 of the Standard Terms)
Section 8.02
Certain Matters Affecting the Trustee.
(See Section 8.02 of
the Standard Terms)
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans.
(See
Section 8.03 of the Standard Terms)
Section 8.04
Trustee May Own Certificates.
(See Section 8.04 of the
Standard Terms)
Section 8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(See Section 8.05 of the Standard Terms)
Section 8.06
Eligibility Requirements for Trustee.
(See Section 8.06 of the
Standard Terms)
Section 8.07
Resignation and Removal of Trustee.
(See Section 8.07 of the
Standard Terms)
Section 8.08
Successor Trustee. (See Section 8.08 of the Standard Terms)
Section 8.09
Merger or Consolidation of Trustee.
(See Section 8.09 of the
Standard Terms)
Section 8.10
Appointment of Co-Trustee or Separate Trustee.
(See
Section 8.10 of the Standard Terms)
Section 8.11
Appointment of Custodian.
(See Section 8.11 of the Standard
Terms)
Section 8.12
Appointment
of
Office
or
Agency.
(See
Section
8.12
of the
Standard Terms).
ARTICLE IX
TERMINATION
Section
9.01
Optional Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans.
(a)
Subject to Section
9.02,
the
respective
obligations
and
responsibilities
of the
Company,
the Master
Servicer and the Trustee
created hereby in respect of the
Certificates
(other
than
the
obligation
of the
Trustee
to
make
certain
payments
after
the
Final
Distribution
Date to
Certificateholders
and the
obligation
of the Company to send certain
notices as hereinafter
set forth) shall
terminate upon the last action
required to be taken
by the Trustee on the Final
Distribution
Date
pursuant
to this
Article IX
following
the
earlier of:
(i)
the later of the final
payment or other
liquidation
(or any
Advance
with
respect
thereto) of the last Mortgage Loan
remaining in the Trust Fund or the
disposition of
all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage
Loan, or
(ii)
the purchase by the Master
Servicer of all Mortgage
Loans and all property
acquired
in respect of any Mortgage
Loan
remaining in the Trust Fund at a price equal to 100%
of the unpaid
principal
balance of each
Mortgage
Loan or, if less than such unpaid
principal balance,
the fair market value of the related
underlying
property of such
Mortgage
Loan with respect to Mortgage
Loans as to which title has been
acquired if
such
fair
market
value is less
than
such
unpaid
principal
balance
(net of any
unreimbursed
Advances
attributable
to
principal)
on the
day of
repurchase
plus
accrued
interest
thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in
the case of any Modified
Mortgage Loan) to, but not
including,
the first day of the
month in which such repurchase
price is distributed,
provided,
however,
that in no
event shall the trust created hereby
continue
beyond the expiration of 21 years from
the death of the last
survivor
of the
descendants
of Joseph P.
Kennedy,
the late
ambassador of the United
States to the Court of St. James,
living on the date hereof
and provided
further that the purchase price set forth above shall be increased
as is
necessary,
as determined by the Master
Servicer,
to avoid
disqualification
of any
portion of any REMIC
formed
under the Series
Supplement
as a REMIC.
The
purchase
price paid by the Master
Servicer
shall also include any amounts owed by Residential
Funding
pursuant to the last
paragraph of Section 4 of the
Assignment
Agreement in
respect
of any
liability,
penalty
or expense
that
resulted
from a breach of the
Compliance With Laws Representation, that remain unpaid on the date
of such purchase.
The right of the
Master
Servicer
to
purchase
all the
assets
of the
Trust
Fund
pursuant to clause (ii) above is
conditioned
upon the Pool
Stated
Principal
Balance as of
the Final
Distribution
Date,
prior to giving
effect
to
distributions
to be made on such
Distribution
Date,
being less than ten percent of the Cut-off Date Principal
Balance of the
Mortgage Loans.
If such right is
exercised
by the Master
Servicer,
the
Master
Servicer
shall be
deemed to have been reimbursed for the full amount of any
unreimbursed
Advances
theretofore
made by it with
respect
to the
Mortgage
Loans.
In
addition,
the Master
Servicer
shall
provide to the Trustee
the
certification
required
by Section
3.15 and the Trustee and the
Custodian
shall,
promptly
following
payment of the purchase
price,
release to the Master
Servicer the Custodial Files pertaining to the Mortgage Loans being
purchased.
In
addition
to the
foregoing,
on any
Distribution
Date on which the Pool
Stated
Principal
Balance,
prior to giving effect to distributions
to be made on such
Distribution
Date, is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage
Loans,
the Master
Servicer
shall have the right,
at its option,
to purchase the
Certificates
in
whole, but not in part, at a price equal to the outstanding
Certificate
Principal Balance of
such
Certificates
plus the sum of
Accrued
Certificate
Interest
thereon
for the
related
Interest
Accrual
Period and any
previously
unpaid
Accrued
Certificate
Interest.
If the
Master
Servicer
exercises this right to purchase the
outstanding
Certificates,
the Master
Servicer will promptly
terminate the
respective
obligations
and
responsibilities
created
hereby in respect of the Certificates pursuant to this Article IX.
(b)
The Master
Servicer shall give the Trustee not less than 40 days' prior notice
of the
Distribution
Date on which the Master Servicer
anticipates that the final
distribution will
be made to
Certificateholders
(whether as a result of the exercise by the Master Servicer of
its right to
purchase
the
assets of the Trust
Fund or
otherwise)
or on which the
Master
Servicer
anticipates that the Certificates
will be purchased (as a result of the exercise by
the Master
Servicer to purchase
the
outstanding
Certificates).
Notice of any
termination
specifying
the
anticipated
Final
Distribution
Date
(which
shall
be a date
that
would
otherwise
be a
Distribution
Date) upon which the
Certificateholders
may
surrender
their
Certificates
to the Trustee
(if so
required
by the terms
hereof) for payment of the final
distribution
and
cancellation
or notice of any
purchase of the
outstanding
Certificates,
specifying the
Distribution
Date upon which the Holders may surrender their
Certificates to
the Trustee for payment,
shall be given promptly by the Master
Servicer (if it is exercising
its
right
to
purchase
the
assets
of
the
Trust
Fund
or to
purchase
the
outstanding
Certificates),
or by the
Trustee
(in any
other
case)
by
letter.
Such
notice
shall be
prepared by the Master
Servicer (if it is exercising
its right to purchase the assets of the
Trust Fund or to
purchase
the
outstanding
Certificates),
or by the
Trustee (in any other
case) and mailed by the Trustee to the
Certificateholders
not earlier
than the 15th day and
not later than the 25th day of the month next
preceding the month of such final
distribution
specifying:
(i)
the anticipated
Final
Distribution Date upon which final payment of the Certificates
is
anticipated
to be made upon
presentation
and surrender of
Certificates
at the
office or agency of the Trustee
therein
designated
where required
pursuant to this
Agreement
or, in the case of the purchase by the Master
Servicer of the
outstanding
Certificates, the Distribution Date on which such purchase is to be
made,
(ii)
the
amount
of any
such
final
payment,
or in the
case
of
the
purchase
of the
outstanding Certificates, the purchase price, in either case, if
known, and
(iii)
that
the
Record
Date
otherwise
applicable
to
such
Distribution
Date
is
not
applicable,
and in the case of the Senior Certificates,
or in the case of all of the
Certificates
in connection
with the exercise by the Master
Servicer of its right to
purchase
the
Certificates,
that
payment
will be made only upon
presentation
and
surrender
of the
Certificates
at the
office
or
agency
of
the
Trustee
therein
specified.
If the Master
Servicer is obligated to give notice to
Certificateholders
as
aforesaid,
it
shall
give
such
notice to the
Certificate
Registrar
at the time such
notice is given to
Certificateholders
and, if the Master
Servicer
is
exercising
its rights to
purchase
the
outstanding
Certificates,
it shall give such notice to each
Rating
Agency at the time such
notice is given to
Certificateholders.
As a result of the exercise by the Master Servicer of
its right to purchase the assets of the Trust Fund,
the Master
Servicer shall deposit in the
Certificate
Account,
before the Final
Distribution
Date in immediately
available funds an
amount
equal to the
purchase
price for the assets of the Trust
Fund,
computed as provided
above.
As a result of the
exercise
by the
Master
Servicer
of its right to
purchase
the
outstanding
Certificates,
the
Master
Servicer
shall
deposit
in
an
Eligible
Account,
established
by
the
Master
Servicer
on
behalf
of
the
Trustee
and
separate
from
the
Certificate
Account
in the name of the
Trustee in trust for the
registered
holders of the
Certificates,
before the Distribution
Date on which such purchase is to occur in immediately
available
funds an amount
equal to the
purchase
price for the
Certificates,
computed
as
above
provided,
and
provide
notice
of such
deposit
to the
Trustee.
The
Trustee
will
withdraw from such account the amount specified in subsection (c)
below.
(c)
In the
case of the
Senior
Certificates,
upon
presentation
and
surrender
of the
Certificates
by the
Certificateholders
thereof,
and in the case of the Class M and Class B
Certificates,
upon
presentation and surrender of the Certificates by the
Certificateholders
thereof in
connection
with the exercise by the Master
Servicer of its right to purchase the
Certificates,
and otherwise in accordance with Section 4.01(a),
the Trustee shall distribute
to the
Certificateholders
(i) the amount otherwise
distributable on such Distribution Date,
if not in
connection
with the Master
Servicer's
election to
repurchase
the assets of the
Trust
Fund or the
outstanding
Certificates,
or (ii) if the Master
Servicer
elected to so
repurchase
the
assets
of
the
Trust
Fund
or
the
outstanding
Certificates,
an
amount
determined
as follows:
(A) with
respect to each
Certificate
the
outstanding
Certificate
Principal
Balance
thereof,
plus
Accrued
Certificate
Interest
for the
related
Interest
Accrual Period thereon and any previously
unpaid
Accrued
Certificate
Interest,
subject to
the priority set forth in Section
4.02(a),
and (B) with respect to the Class R Certificates,
any
excess
of the
amounts
available
for
distribution
(including
the
repurchase
price
specified
in
clause
(ii)
of
subsection
(a)
of
this
Section)
over
the
total
amount
distributed
under the
immediately
preceding
clause (A).
Notwithstanding
the reduction of
the
Certificate
Principal
Balance of any Class of Subordinate
Certificates
to zero,
such
Class will be outstanding
hereunder until the
termination of the respective
obligations and
responsibilities
of the Company,
the Master Servicer and the Trustee hereunder in accordance
with Article IX.
(d)
If any
Certificateholders
shall not surrender their
Certificates
for final payment
and
cancellation
on or
before
the Final
Distribution
Date (if so
required
by the terms
hereof),
the
Trustee
shall on such
date
cause all funds in the
Certificate
Account
not
distributed
in
final
distribution
to
Certificateholders
to be
withdrawn
therefrom
and
credited
to
the
remaining
Certificateholders
by
depositing
such
funds
in
a
separate
non-interest
bearing
escrow
account
for the
benefit of such
Certificateholders,
and the
Master
Servicer (if it exercised its right to purchase the assets of the
Trust Fund),
or the
Trustee
(in
any
other
case)
shall
give
a
second
written
notice
to
the
remaining
Certificateholders
to surrender their
Certificates
for
cancellation
and receive the final
distribution
with
respect
thereto.
If within
six
months
after
the
second
notice
any
Certificate
shall
not have
been
surrendered
for
cancellation,
the
Trustee
shall
take
appropriate
steps
as
directed
by
the
Master
Servicer
to
contact
the
remaining
Certificateholders
concerning
surrender
of their
Certificates.
The costs and
expenses of
maintaining the escrow account and of contacting
Certificateholders
shall be paid out of the
assets
which
remain in the escrow
account.
If within nine months
after the second
notice
any Certificates
shall not have been surrendered for
cancellation,
the Trustee shall pay to
the Master Servicer all amounts
distributable
to the holders thereof and the Master Servicer
shall
thereafter
hold such amounts
until
distributed
to such Holders.
No interest
shall
accrue or be payable to any
Certificateholder
on any amount held in the escrow account or by
the
Master
Servicer
as a
result
of such
Certificateholder's
failure
to
surrender
its
Certificate(s) for final payment thereof in accordance with this
Section 9.01.
(e)
If any
Certificateholders
do not
surrender
their
Certificates
on or
before
the
Distribution
Date on which a purchase
of the
outstanding
Certificates
is to be made,
the
Trustee shall on such date cause all funds in the
Certificate
Account
deposited
therein by
the Master Servicer
pursuant to Section 9.01(b) to be withdrawn
therefrom and deposited in a
separate non-interest bearing escrow account for the benefit of
such
Certificateholders,
and
the
Master
Servicer
shall
give a
second
written
notice
to such
Certificateholders
to
surrender
their
Certificates
for
payment of the
purchase
price
therefor.
If within six
months
after
the
second
notice
any
Certificate
shall
not
have
been
surrendered
for
cancellation,
the Trustee shall take appropriate
steps as directed by the Master Servicer to
contact the Holders of such
Certificates
concerning
surrender
of their
Certificates.
The
costs and expenses of
maintaining
the escrow
account and of
contacting
Certificateholders
shall be paid out of the assets
which
remain in the escrow
account.
If within
nine months
after the second notice any
Certificates
shall not have been surrendered for cancellation in
accordance
with this Section 9.01,
the Trustee shall pay to the Master
Servicer all amounts
distributable
to the
Holders
thereof and the Master
Servicer
shall
thereafter
hold such
amounts
until
distributed
to such
Holders.
No interest
shall accrue or be payable to any
Certificateholder
on any amount
held in the escrow
account or by the Master
Servicer
as a
result of such
Certificateholder's
failure to surrender
its
Certificate(s)
for payment in
accordance
with
this
Section
9.01.
Any
Certificate
that
is
not
surrendered
on
the
Distribution
Date on which a purchase
pursuant to this Section 9.01 occurs as provided above
will be
deemed
to have
been
purchased
and the
Holder as of such date will have no rights
with
respect
thereto
except to receive
the
purchase
price
therefor
minus any costs and
expenses
associated
with
such
escrow
account
and
notices
allocated
thereto.
Any
Certificates
so purchased or deemed to have been
purchased on such
Distribution
Date shall
remain
outstanding
hereunder
until
the
Master
Servicer
has
terminated
the
respective
obligations and
responsibilities
created hereby in respect of the
Certificates
pursuant to
this
Article
IX. The Master
Servicer
shall be for all
purposes
the Holder
thereof as of
such date.
(f)
[Reserved]
Section
9.02
Additional Termination Requirements. (See Section 9.02 of the
Standard
Terms).
Section
9.03
Termination of Multiple REMICs.
(See Section 9.03 of the Standard
Terms).
ARTICLE X
REMIC PROVISIONS
Section
10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms)
Section
10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See
Section 10.02 of the Standard Terms)
Section
10.03
Designation of REMIC.
The REMIC
Administrator shall make an election to treat the entire segregated
pool of
assets
described in the
definition
of REMIC and subject to this
Agreement
(including
the
Mortgage Loans) as a REMIC (the "REMIC") for federal income tax
purposes.
The The Class A-1,
Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-P,
Class M-1,
Class M-2,
Class M-3,
Class B-1,
Class B-2 and Class B-3
Certificates
and the
Uncertificated
REMIC Regular
Interests Z, the rights in and to which will be
represented by
the
Class
A-V
Certificates,
will be
"regular
interests"
in the
REMIC,
and the Class R
Certificates
will be the sole class of
"residual
interests"
in the REMIC for
purposes
of
the REMIC
Provisions
(as defined
herein) under the federal income tax law. On and after the
date of issuance
of any
Subclass of Class A-V
Certificates
pursuant to Section
5.01(c) of
the Standard
Terms,
any such
Subclass
will
represent
the
Uncertificated
REMIC
Regular
Interest
or
Interests
Z
specified
by the
initial
Holder of the
Class A-V
Certificates
pursuant to said Section.
Section
10.04
Distributions on the Uncertificated REMIC Regular Interests Z.
(a)The
amounts
distributed
hereunder
with
respect
to the Class A-V
Certificates
shall be deemed to have been
distributed
in
respect
of the
Uncertificated
REMIC
Regular
Interests Z in
accordance
with their
respective
Uncertificated
REMIC
Regular
Interest Z
Distribution
Amounts,
as such
Uncertificated
REMIC Regular
Interests Z comprise the Class
A-V Certificates.
(b)Realized Losses
allocated to the Class A-V
Certificates
under Section 4.05 shall
be deemed
allocated to the
Uncertificated
REMIC Regular
Interests Z pro rata
according to
the
respective
amounts of
Uncertificated
Accrued
Interest that would have accrued on such
Uncertificated
REMIC Regular
Interests Z for the Distribution Date for which such allocation
is being made in the absence of such allocations.
Section
10.05
Compliance with Withholding Requirements.
Notwithstanding
any other
provision
of this
Agreement,
the
Trustee or any
Paying
Agent,
as
applicable,
shall
comply
with
all
federal
withholding
requirements
respecting
payments to
Certificateholders,
including
interest or original
issue
discount
payments or advances
thereof that the Trustee or any Paying Agent, as applicable,
reasonably
believes
are
applicable
under the Code.
The
consent
of
Certificateholders
shall not be
required for such
withholding.
In the event the Trustee or any Paying Agent,
as applicable,
does
withhold
any amount
from
interest
or original
issue
discount
payments or advances
thereof to any
Certificateholder
pursuant to federal withholding
requirements,
the Trustee
or
any
Paying
Agent,
as
applicable,
shall
indicate
the
amount
withheld
to
such
Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.01
Amendment.
(See Section 11.01 of the Standard Terms)
Section
11.02
Recordation of Agreement;
Counterparts.
(See Section 11.02 of the
Standard Terms)
Section
11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the
Standard Terms)
Section
11.04
Governing Law.
(See Section 11.04 of the Standard Terms)
Section
11.05
Notices.
All demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at
or mailed by registered
mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been
duly given only when received), to the appropriate address for each
recipient listed in the
table below or, in each case, such other address as may hereafter
be furnished in writing to
the Master Servicer, the Trustee and the Company, as applicable:
----------------------------------
--------------------------------------------------------------
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
1761 East St. Andrew Place
Santa Ana, California 92705-4934,
Attention:
Residential Accredit Loans, Inc. Series
2006-QS15
The Trustee designates its offices located at DB Services
Tennessee, 648 Grassmere Park Road, Nashville, TN
37211-3658, Attn:
Transfer Unit, for the purposes of
Section 8.12 of the Standard Terms
----------------------------------
--------------------------------------------------------------
----------------------------------
--------------------------------------------------------------
Fitch Ratings
One State Street Plaza
New York, New York 10004
----------------------------------
--------------------------------------------------------------
----------------------------------
--------------------------------------------------------------
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10004
----------------------------------
--------------------------------------------------------------
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.
Ninety-eight
percent of all Voting Rights will be allocated
among all Holders
of the
Certificates,
other
than the Class A-V
Certificates
and Class R
Certificates,
in
proportion
to their then
outstanding
Certificate
Principal
Balances
of their
respective
Certificates,
in
accordance
with each
Class's
Percentage
Interests;
1.0% of all
Voting
Rights
shall be
allocated
among the Holders of the Class A-V
Certificates,
in
accordance
with their respective Percentage
Interests;
and 1.0% of all Voting Rights shall be allocated
among
the
Holders
of
the
Class
R
Certificates,
in
accordance
with
their
respective
Percentage Interests;.
Section 11.10
No Petition.
The Company,
Master Servicer and the Trustee, by entering into this Agreement,
and each
Certificateholder,
by accepting a Certificate,
hereby covenant and agree that they
will not at any time
institute
against the Trust Fund,
or join in any
institution
against
the Trust
Fund of,
any
bankruptcy
proceedings
under any
United
States
federal or state
bankruptcy or similar law in connection with any obligation
with respect to the
Certificates
or this Agreement.
IN WITNESS
WHEREOF,
the
Company,
the Master
Servicer
and the Trustee have caused
their names to be signed hereto by their
respective
officers
thereunto duly
authorized and
their respective
seals,
duly attested,
to be hereunto
affixed,
all as of the day and year
first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By:
/s/ Joseph Orning
Name:
Joseph Orning
Title:
Vice President
Attest:
/s/ Heather Anderson
Name:
Heather Anderson
Title: Vice President
RESIDENTIAL FUNDING COMPANY, LLC
[Seal]
By:
/s/ Heather Anderson
Name:
Heather Anderson
Title: Associate
Attest: /s/ Joseph Orning
Name: Joseph Orning
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]
By:
/s/ Amy Stoddard
Name:
Amy Stoddard
Title:
Authorized Signer
By:
/s/ Melissa Wilman
Name:
Melissa Wilman
Title:
Vice President
Attest: /s/ Karlene Benvenuto
Name:
Karlene Benvenuto
Title:
Authorized Signer
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the 30th day of
October,
2006
before me, a notary
public in and for said
State, personally appeared ___Joseph Orning
___________________,
known to me to be a ___Vice
President_________________
of Residential
Accredit Loans, Inc., one of the corporations that
executed
the within
instrument,
and also known to me to be the
person who
executed
it on
behalf of said corporation,
and acknowledged to me that such corporation
executed the within
instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate
first above written.
/s/ Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the 30th day of
October,
2006
before me, a notary
public in and for said
State,
personally
appeared __Heather
Anderson___________________________________,
known to
me to be an
_______Associate__________________________
of Residential Funding Company,
LLC,
a limited
liability company that executed the within
instrument,
and also known to me to be
the person who executed it on behalf of said limited
liability
company,
and acknowledged to
me that such limited liability company executed the within
instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/ Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the 30th day of
October,
2006
before me, a notary
public in and for said
State, personally appeared ______Amy
Stoddard__________________________________,
known to me
to be a(n)
____Authorized
Signer________________________
of
Deutsche
Bank
Trust
Company
Americas,
the New York banking
corporation
that
executed the within
instrument,
and also
known to me to be the
person
who
executed
it on behalf
of said
banking
corporation
and
acknowledged to me that such banking corporation executed the
within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/ David Johnson
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the 30th day of
October,
2006
before me, a notary
public in and for said
State,
personally appeared ______Melissa
Wilman__________________________________,
known to
me to be a(n)
_____Vice
President________________________________
of
Deutsche
Bank
Trust
Company Americas,
the New York banking
corporation that executed the within instrument,
and
also known to me to be the person who
executed it on behalf of said banking
corporation
and
acknowledged to me that such banking corporation executed the
within instrument.
IN WITNESS
WHEREOF,
I have
hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/ David Johnson
Notary Public
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
Loan Number
Current Balance
Net Mortgage Rate
Discount Fraction
PO Balance
10389981
$220,652.72
6.260%
3.6923%
$8,147.18
10398259
$253,399.19
6.470%
.4615%
$1,169.53
10505188
$209,085.72
6.470%
.4615%
$965.01
10541419
$77,790.34
6.470%
.4615%
$359.03
10584538
$171,695.67
6.345%
2.3846%
$4,094.28
10606934
$235,530.55
6.470%
.4615%
$1,087.06
10606952
$252,000.00
6.470%
.4615%
$1,163.08
10606960
$256,035.00
6.220%
4.3077%
$11,029.20
10607000
$391,662.50
6.470%
.4615%
$1,807.67
10607036
$198,856.02
6.470%
.4615%
$917.80
10607038
$416,000.00
6.470%
.4615%
$1,920.00
10607042
$416,279.94
6.470%
.4615%
$1,921.29
10607054
$269,533.77
6.470%
.4615%
$1,244.00
10607060
$267,502.24
6.095%
6.2308%
$16,667.45
10607100
$973,316.37
6.470%
.4615%
$4,492.23
10607118
$323,435.51
6.470%
.4615%
$1,492.78
10607134
$499,115.30
6.345%
2.3846%
$11,901.98
10607156
$567,019.17
6.470%
.4615%
$2,617.01
10619204
$234,796.88
6.470%
.4615%
$1,083.68
10625182
$403,200.00
5.720%
12.0000%
$48,384.00
10627434
$398,400.00
6.470%
.4615%
$1,838.77
10627444
$134,450.00
6.470%
.4615%
$620.54
10627472
$94,905.43
5.720%
12.0000%
$11,388.65
10627498
$98,800.00
6.470%
.4615%
$456.00
10627504
$231,800.24
6.470%
.4615%
$1,069.85
10627508
$109,200.00
6.470%
.4615%
$504.00
10627514
$431,628.06
6.470%
.4615%
$1,992.13
10627532
$382,300.00
6.345%
2.3846%
$9,116.38
10627538
$327,710.61
6.345%
2.3846%
$7,814.64
10627546
$552,000.00
6.470%
.4615%
$2,547.69
10627550
$319,724.49
6.470%
.4615%
$1,475.65
10627558
$575,000.00
6.470%
.4615%
$2,653.85
10627564
$209,814.72
6.345%
2.3846%
$5,003.27
10627572
$499,525.58
5.970%
8.1538%
$40,730.55
10627580
$268,000.00
6.470%
.4615%
$1,236.92
10627648
$95,915.30
6.345%
2.3846%
$2,287.21
10630152
$237,202.16
6.220%
4.3077%
$10,217.94
10652300
$269,086.30
5.345%
17.7692%
$47,814.57
10652302
$141,080.14
6.470%
.4615%
$651.14
10652308
$158,190.51
5.845%
10.0769%
$15,940.74
10652310
$436,597.69
5.970%
8.1538%
$35,599.50
10652312
$107,991.23
6.470%
.4615%
$498.42
10652316
$161,713.82
6.095%
6.2308%
$10,076.01
10652324
$232,096.80
6.220%
4.3077%
$9,998.02
10652334
$163,858.92
6.470%
.4615%
$756.27
10652336
$141,641.91
6.220%
4.3077%
$6,101.50
10652338
$284,568.38
6.345%
2.3846%
$6,785.86
10652350
$160,229.37
6.470%
.4615%
$739.52
10652356
$149,404.26
6.470%
.4615%
$689.56
10652364
$209,064.35
6.470%
.4615%
$964.91
10652368
$278,456.92
6.345%
2.3846%
$6,640.13
10670444
$93,200.00
6.345%
2.3846%
$2,222.46
10671008
$209,814.72
6.345%
2.3846%
$5,003.27
10677086
$372,000.00
6.470%
.4615%
$1,716.92
10682760
$417,000.00
6.345%
2.3846%
$9,943.85
10690310
$150,000.00
5.845%
10.0769%
$15,115.38
10690784
$414,000.00
6.470%
.4615%
$1,910.77
10690788
$200,000.00
6.220%
4.3077%
$8,615.38
10690928
$121,600.00
6.470%
.4615%
$561.23
10691632
$169,404.02
6.470%
.4615%
$781.86
10693182
$75,200.00
6.345%
2.3846%
$1,793.23
10693638
$179,900.00
6.470%
.4615%
$830.31
10693644
$184,800.00
6.470%
.4615%
$852.92
10696306
$224,900.00
6.345%
2.3846%
$5,363.00
10696775
$126,564.39
6.470%
.4615%
$584.14
10702718
$400,000.00
6.220%
4.3077%
$17,230.77
10702728
$183,950.00
6.470%
.4615%
$849.00
10727422
$353,850.00
6.345%
2.3846%
$8,437.96
10727424
$312,000.00
6.470%
.4615%
$1,440.00
10727436
$230,000.00
6.220%
4.3077%
$9,907.69
10728348
$417,000.00
6.345%
2.3846%
$9,943.85
10762099
$157,286.62
5.095%
21.6154%
$33,998.11
10779013
$603,929.50
6.345%
2.3846%
$14,401.40
10808651
$132,255.58
6.470%
.4615%
$610.41
10809717
$646,912.20
6.095%
6.2308%
$40,307.61
10840269
$199,646.10
6.345%
2.3846%
$4,760.79
10840501
$234,389.58
6.470%
.4615%
$1,081.80
10843715
$222,227.24
6.470%
.4615%
$1,025.66
10850395
$180,000.00
6.470%
.4615%
$830.77
10850489
$141,887.43
6.470%
.4615%
$654.87
10850537
$145,212.46
6.345%
2.3846%
$3,462.76
10850549
$199,409.19
6.470%
.4615%
$920.35
10871349
$252,310.14
6.220%
4.3077%
$10,868.74
10875307
$401,804.95
6.470%
.4615%
$1,854.48
10875341
$310,662.61
6.470%
.4615%
$1,433.83
10875431
$203,136.27
6.345%
2.3846%
$4,844.02
10875525
$380,800.00
6.470%
.4615%
$1,757.54
10876005
$247,275.75
6.470%
.4615%
$1,141.27
10876119
$200,976.59
6.470%
.4615%
$927.58
10876511
$164,000.00
5.970%
8.1538%
$13,372.31
10876655
$255,110.86
6.470%
.4615%
$1,177.43
10881739
$243,152.56
6.470%
.4615%
$1,122.24
10881759
$227,407.76
6.470%
.4615%
$1,049.57
10881841
$234,659.56
6.095%
6.2308%
$14,621.10
10881883
$652,152.00
6.345%
2.3846%
$15,551.32
10882003
$723,717.17
6.345%
2.3846%
$17,257.87
10882107
$503,129.70
6.470%
.4615%
$2,322.14
10886405
$187,500.00
6.220%
4.3077%
$8,076.92
10892847
$174,845.61
6.345%
2.3846%
$4,169.40
10892877
$259,776.14
6.470%
.4615%
$1,198.97
10896463
$79,927.68
6.220%
4.3077%
$3,443.04
10916725
$279,696.92
6.220%
4.3077%
$12,048.48
10916737
$337,400.00
6.470%
.4615%
$1,557.23
10916745
$416,000.00
6.095%
6.2308%
$25,920.00
10916747
$387,141.09
6.095%
6.2308%
$24,121.87
10916763
$308,634.04
6.470%
.4615%
$1,424.46
10916767
$330,715.02
6.470%
.4615%
$1,526.38
10916775
$299,000.00
6.220%
4.3077%
$12,880.00
10916777
$366,500.00
6.220%
4.3077%
$15,787.69
10916781
$598,912.24
6.220%
4.3077%
$25,799.30
10916811
$211,763.00
6.345%
2.3846%
$5,049.73
10916825
$449,362.77
6.470%
.4615%
$2,073.98
10916843
$106,358.34
6.470%
.4615%
$490.88
10916855
$263,772.70
6.470%
.4615%
$1,217.41
10916863
$119,950.00
5.720%
12.0000%
$14,394.00
10916865
$366,650.00
6.345%
2.3846%
$8,743.19
10916881
$460,940.67
5.720%
12.0000%
$55,312.88
10916885
$112,193.45
5.970%
8.1538%
$9,148.08
10916887
$295,200.00
6.470%
.4615%
$1,362.46
10916943
$88,746.47
6.470%
.4615%
$409.60
10916959
$370,000.00
5.720%
12.0000%
$44,400.00
10916971
$565,400.00
6.095%
6.2308%
$35,228.77
10916979
$342,055.24
6.470%
.4615%
$1,578.72
10916993
$646,400.00
5.970%
8.1538%
$52,706.46
10917013
$281,701.24
6.345%
2.3846%
$6,717.49
10917017
$99,909.60
6.220%
4.3077%
$4,303.80
10917021
$260,450.00
6.345%
2.3846%
$6,210.73
10917033
$333,162.90
6.470%
.4615%
$1,537.67
10917043
$305,700.00
6.470%
.4615%
$1,410.92
10917047
$464,150.00
6.470%
.4615%
$2,142.23
10917051
$333,394.48
6.220%
4.3077%
$14,361.61
10917489
$323,820.95
6.470%
.4615%
$1,494.56
10918425
$299,722.14
6.095%
6.2308%
$18,674.99
10918427
$189,494.32
6.345%
2.3846%
$4,518.71
10918429
$299,735.32
6.345%
2.3846%
$7,147.53
10918469
$265,778.89
6.345%
2.3846%
$6,337.80
10918495
$214,810.31
6.345%
2.3846%
$5,122.40
10918555
$80,427.23
6.220%
4.3077%
$3,464.56
10922741
$406,000.00
6.470%
.4615%
$1,873.85
10932027
$88,000.00
6.470%
.4615%
$406.15
10932895
$112,900.30
6.345%
2.3846%
$2,692.24
10933017
$597,134.44
6.220%
4.3077%
$25,722.71
10933033
$972,397.50
6.470%
.4615%
$4,487.99
10933241
$446,605.61
6.345%
2.3846%
$10,649.83
10933265
$738,690.63
6.345%
2.3846%
$17,614.93
10933397
$703,782.60
6.470%
.4615%
$3,248.23
10933411
$490,000.00
6.470%
.4615%
$2,261.54
10933467
$627,913.84
6.470%
.4615%
$2,898.06
10933569
$189,000.00
6.470%
.4615%
$872.31
10933575
$940,000.00
6.470%
.4615%
$4,338.46
10934613
$312,723.84
6.345%
2.3846%
$7,457.26
10941329
$283,743.26
6.220%
4.3077%
$12,222.79
10941709
$288,000.00
6.470%
.4615%
$1,329.23
10942389
$339,920.00
6.470%
.4615%
$1,568.86
10942411
$465,000.00
6.470%
.4615%
$2,146.15
10942421
$344,389.56
6.345%
2.3846%
$8,212.37
10942829
$229,792.07
6.220%
4.3077%
$9,898.74
10947143
$222,603.43
6.345%
2.3846%
$5,308.24
10947231
$86,923.24
6.345%
2.3846%
$2,072.79
10949615
$348,000.00
6.345%
2.3846%
$8,298.46
10949687
$107,907.01
6.470%
.4615%
$498.03
10949749
$827,100.00
6.220%
4.3077%
$35,628.92
10949755
$320,000.00
6.345%
2.3846%
$7,630.77
10951061
$300,000.00
6.470%
.4615%
$1,384.62
10951167
$212,000.00
6.470%
.4615%
$978.46
10951323
$115,200.00
6.470%
.4615%
$531.69
10951351
$415,641.83
6.470%
.4615%
$1,918.35
10951657
$78,400.00
6.095%
6.2308%
$4,884.92
10951907
$80,405.00
6.470%
.4615%
$371.10
10952723
$461,592.38
6.345%
2.3846%
$11,007.20
10952955
$189,836.41
6.470%
.4615%
$876.17
10953795
$112,405.49
5.985%
7.9231%
$8,905.97
10954107
$209,200.00
6.470%
.4615%
$965.54
10954835
$116,000.00
6.470%
.4615%
$535.38
10956371
$176,000.00
6.470%
.4615%
$812.31
10957843
$139,200.00
6.220%
4.3077%
$5,996.31
10959065
$599,483.41
6.470%
.4615%
$2,766.85
10959407
$299,741.71
6.470%
.4615%
$1,383.42
10974693
$60,000.00
6.095%
6.2 
