EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF OCTOBER 30, 2006
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 30, 2006
Mortgage Pass-Through Certificates
Series 2006-S10
ARTICLE I
DEFINITIONS................................................................................5
Section 1.01
Definitions.......................................................................5
Section 1.02
Use of Words and
Phrases.........................................................24
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................25
Section 2.01
Conveyance of Mortgage
Loans.....................................................25
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms).................25
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................25
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04
of the Standard
Terms)...........................................................28
Section 2.05
Execution and Authentication of Class R-I
Certificates...........................28
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests;
Acceptance by the
Trustee........................................................28
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC
III........................29
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard
Terms)...........................................................................29
Section 2.09
Agreement Regarding Ability to
Disclose..........................................29
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................30
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard
Terms)...........................................................................30
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................30
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)................31
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard
Terms)...........................................................................31
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)....................31
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See
Section 3.06 of the Standard
Terms)..............................................31
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(See Section 3.07 of the Standard
Terms)...............................31
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the
Standard
Terms)..................................................................31
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans.
(See Section 3.09 of the Standard
Terms).................................31
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of
the Standard
Terms)..............................................................31
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See Section 3.11 of the Standard
Terms).........................................31
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See
Section 3.12 of the Standard
Terms)..............................................31
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(See Section 3.13 of the Standard Terms).......31
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the
Standard
Terms)..................................................................31
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of
the Standard
Terms)..............................................................31
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section
3.16 of the Standard
Terms)......................................................31
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the
Standard
Terms)..................................................................31
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard
Terms)...........................................................................32
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section
3.19 of the Standard
Terms)......................................................32
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section
3.20 of the Standard
Terms)......................................................32
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms).......32
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)......................32
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................33
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)...................33
Section 4.02
Distributions....................................................................33
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act Reporting.
(See Section 4.03 of the Standard Terms) and Exhibit
Three
hereto)....................................................................42
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).......................42
Section 4.05
Allocation of Realized
Losses....................................................42
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See
Section 4.06 of the Standard
Terms)..............................................44
Section 4.07
Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of the
Standard
Terms)..................................................................44
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard
Terms)...........................44
ARTICLE V
THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS)....................................45
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD
TERMS)................46
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)...........................................47
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)...........................48
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES......................................49
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........49
Section 9.02
Additional Termination Requirements.
(See Section 9.02 of the Standard
Terms)...........................................................................50
Section 9.03
Termination of Multiple REMICs.
(See Section 9.03 of the Standard Terms)........50
ARTICLE X
REMIC
PROVISIONS..........................................................................51
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms).................51
Section 10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See
Section 10.02 of the Standard
Terms).............................................51
Section 10.03
Designation of
REMIC(s)..........................................................51
Section 10.04
Distributions on the Uncertificated REMIC I Regular Interests Z,
Uncertificated REMIC II Regular Interests and Uncertificated REMIC
III
Regular Interests
Z..............................................................51
Section 10.05
Compliance with Withholding
Requirements.........................................53
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................55
Section 11.01
Amendment.
(See Section 11.01 of the Standard
Terms)............................55
Section 11.02
Recordation of Agreement, Counterparts.
(See Section 11.02 of the
Standard
Terms)..................................................................55
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the
Standard
Terms)..................................................................55
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms).......................55
Section 11.05
Notices..........................................................................55
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of
the Standard
Terms)..............................................................56
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)...........56
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the
Standard
Terms)..................................................................56
Section 11.09
Allocation of Voting
Rights......................................................56
Section 11.10
No Petition.
(See Section 11.10 of the Standard
Terms)..........................56
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................57
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
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 FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors and
assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors and assigns, the "Master Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively,
the "Certificates"),
to be
issued
hereunder
in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the Trust
Fund.
As
provided
herein,
the REMIC
Administrator
will make an
election to treat the
entire
segregated
pool of assets
described
in the
definition
of Trust
Fund,
and
subject to this
Agreement
(including the Mortgage
Loans but excluding the Initial
Monthly
Payment
Funds),
as three real estate
mortgage
investment
conduits (each a "REMIC") for federal income tax purposes.
A segregated
pool of assets
consisting of
the Group I Loans and the
related
assets
described
in the
definition
of Trust Fund
(other
than the
related
Initial
Monthly
Payment Fund) will be designated as "REMIC I," and the REMIC
Administrator
will make a separate
REMIC election with respect thereto.
The Uncertificated
REMIC Regular I Interests will be "regular
interests" in
REMIC I and the Class R-I
Certificates
will be the sole class of "residual
interests" in REMIC I for purposes of
the REMIC
Provisions (as defined
herein).
A segregated
pool of assets
consisting of the Group II Loans and the
related assets
described in the
definition of Trust Fund (other than the related
Initial
Monthly
Payment Fund)
will be
designated as "REMIC II," and the REMIC
Administrator
will make a separate
REMIC
election with respect
thereto.
The
Uncertificated
REMIC
Regular II Interests
will be "regular
interests"
in REMIC II and the Class
R-II Certificates
will be the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions
(as defined herein).
A segregated pool of assets
consisting of the
Uncertificated
REMIC I Regular Interests and
Uncertificated
REMIC II Regular
Interests
will be
designated as "REMIC III," and the REMIC
Administrator
will
make a separate
REMIC
election with respect
thereto.
The Class I-A-1
Certificates,
Class I-A-2
Certificates,
Class I-A-3 Certificates,
Class I-A-4
Certificates,
Class I-A-5
Certificates,
Class I-A-6 Certificates,
Class
I-A-7 Certificates,
Class I-A-P Certificates,
Class II-A-1 Certificates,
Class II-A-P Certificates,
Class I-M-1
Certificates,
Class
I-M-2
Certificates,
Class I-M-3
Certificates,
Class
II-M-1
Certificates,
Class
II-M-2
Certificates,
Class
II-M-3
Certificates,
Class
I-B-1
Certificates,
Class
I-B-2
Certificates,
Class
I-B-3
Certificates,
Class
II-B-1
Certificates,
Class
II-B-2
Certificates,
Class
II-B-3
Certificates
and
the
Uncertificated
REMIC III
Regular
Interests Z
will be
"regular
interests"
in REMIC
III and the
Class
R-III
Certificates
will be the sole class of
"residual
interests"
therein for purposes of the REMIC
Provisions.
The
Class I-A-V Certificates will represent the entire beneficial
ownership
interest in the Uncertificated
REMIC III
Regular Interests Z1 and the Class II-A-V
Certificates will represent the entire beneficial
ownership interest in
the Uncertificated REMIC III Regular Interests Z2.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
Any
cross-reference
to a section of the
Pooling
and
Servicing
Agreement,
to the extent the terms of the
Standard
Terms and Series
Supplement
conflict
with respect to that
section,
shall be a
cross-reference
to the related
section of the Series
Supplement.
All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the
Standard
Terms.
The Pooling
and
Servicing
Agreement
shall be dated as of the date of the Series
Supplement.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising
the interests in the Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P/FITCH
DENOMINATIONS(2)
Class I-A-1
6.00%
$601,971,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-2
6.00%
$101,582,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-3
6.00%
$4,703,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-4
6.00%
$4,703,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-5
6.00%
$4,703,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-6
6.00%
$4,703,000
Senior/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class I-A-7
6.00%
$30,099,000
Senior/Lockout/Fixed Rate
October 2036
AAA/AAA
$100,000.00
Class II-A-1
5.50%
$300,923,000
Senior/Fixed Rate
October 2021
AAA/AAA
$100,000.00
Class I-A-P
0.00%
$599,347
Senior/Principal Only
October 2036
AAA/AAA
$1,000,000.00
Class I-A-V
Variable
Senior/Interest Only/Variable Rate
October 2036
AAA/AAA
$2,000,000.00
Rate
Notional
Class II-A-P
0.00%
$1,773,524
Senior/Principal Only
October 2021
AAA/AAA
$100,000.00
Class II-A-V
Variable
Senior/Interest Only/Variable Rate
October 2021
AAA/AAA
$2,000,000.00
Rate
Notional
Class R-I
6.00%
$100
Senior/Residual/Fixed Rate
October 2036
AAA/AAA
(3)
Class R-II
5.50%
$100
Senior/Residual/Fixed Rate
October 2036
AAA/AAA
(3)
Class R-III
6.00%
$100
Senior/Residual/Fixed Rate
October 2036
AAA/AAA
(3)
Class I-M-1
6.00%
$14,827,500
Mezzanine/Fixed Rate
October 2036
NA/AA
$100,000.00
Class I-M-2
6.00%
$4,682,200
Mezzanine/Fixed Rate
October 2036
NA/A
$250,000.00
Class I-M-3
6.00%
$3,121,500
Mezzanine/Fixed Rate
October 2036
NA/BBB
$250,000.00
Class II-M-1
5.50%
$2,612,900
Mezzanine/Fixed Rate
October 2021
NA/AA
$100,000.00
Class II-M-2
5.50%
$614,600
Mezzanine/Fixed Rate
October 2021
NA/A
$250,000.00
Class II-M-3
5.50%
$460,900
Mezzanine/Fixed Rate
October 2021
NA/BBB
$250,000.00
Class I-B-1
6.00%
$1,560,800
Subordinate/Fixed Rate
October 2036
NA/BB
$250,000.00
Class I-B-2
6.00%
$1,560,800
Subordinate/Fixed Rate
October 2036
NA/B
$250,000.00
Class I-B-3
6.00%
$1,560,877
Subordinate/Fixed Rate
October 2036
NA/NA
$250,000.00
Class II-B-1
5.50%
$307,300
Subordinate/Fixed Rate
October 2021
NA/BB
$250,000.00
Class II-B-2
5.50%
$307,400
Subordinate/Fixed Rate
October 2021
NA/B
$250,000.00
Class II-B-3
5.50%
$307,395
Subordinate/Fixed Rate
October 2021
NA/NA/NA
$250,000.00
_____________
(1)
The
Certificates,
other
than the Class B and
Class R
Certificates
shall be Book-Entry
Certificates.
The Class B
Certificates
and the
Class R
Certificates
shall be
delivered
to the holders
thereof in
physical form.
(2)
The
Certificates,
other
than
the
Class R
Certificates,
shall be
issuable
in
minimum
dollar
denominations
as
indicated
above (by
Certificate
Principal
Balance or Notional Amount, as applicable) and
integral
multiples
of $1 (or $1,000 in the case of the Class
I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1,
Class II-B-2 and Class II-B-3
Certificates) in excess thereof, except that one Certificate of any
of
the Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1,
Class II-B-2
and Class
II-B-3
Certificates
that
contain an uneven
multiple
of
$1,000
shall
be
issued
in a
denomination
equal to the sum of the
related minimum
denomination set forth above and such uneven multiple
for
such
Class
or the
sum of
such
denomination
and an
integral
multiple of $1,000.
(3)
The Class R Certificates shall be issuable in minimum denominations
of
not less than a 20% Percentage Interest;
provided,
however, that one
Class R Certificate
will be issuable to
Residential
Funding as "tax
matters
person"
pursuant
to Section
10.01(c)
and (e) in a minimum
denomination representing a Percentage Interest of not less than
0.01%
The Group I Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$780,377,224.66.
The
Group II Loans have an aggregate principal balance as of the
Cut-off Date of $307,307,118.64.
In consideration
of the mutual
agreements
herein
contained,
the Company,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01......Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With respect to each
Distribution
Date,
as to any Class or Subclass of
Certificates
(other than any Principal Only
Certificates),
interest
accrued during the related Interest Accrual
Period
at the
related
Pass-Through
Rate
on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior to such Distribution
Date.
Accrued
Certificate
Interest will be calculated on the basis of a
360-day
year,
consisting
of twelve
30-day
months.
In each case Accrued
Certificate
Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls
on all Mortgage
Loans in the related Loan Group (to the extent
not
offset by the Master
Servicer
with a payment
of
Compensating
Interest
as
provided
in
Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the Modified Net Mortgage
Rate in
the case of a Modified
Mortgage
Loan)) of Realized
Losses on all Mortgage Loans in the related
Loan Group
(including
Excess
Special
Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses
and
Extraordinary
Losses)
not
allocated
solely to one or more
specific
Classes
of
Certificates pursuant to Section 4.05,
(iii)
the interest
portion of Advances that were (A)
previously
made with respect to a Mortgage Loan
or REO Property on the
Mortgage
Loans in the related Loan Group,
which
remained
unreimbursed
following the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property and (B)
made with respect to
delinquencies
that were ultimately
determined to be Excess Special Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses or Extraordinary
Losses on the Mortgage
Loans in the related Loan Group and were not
allocated
solely to one or more
specific
Classes
of Certificates pursuant to Section 4.05, and
(iv)
any other
interest
shortfalls
on the
Mortgage
Loans in the related Loan Group not covered by
the
subordination
provided
by
the
related
Class
M
Certificates
and
related
Class
B
Certificates,
including
interest that is not
collectible
from the
Mortgagor
pursuant to the
Relief Act, all allocated as described below.
The Class I-A
Percentage
of these
reductions
with
respect
to the Group I Loans
will be
allocated
among the
Holders of the Group I Senior Certificates,
other than the Class I-A-P Certificates,
in proportion to the amounts
of Accrued
Certificate
Interest that would have been payable to those Certificates from
the Group I Loans on that
Distribution
Date absent such
reductions.
The Class II-A
Percentage
of these
reductions
with
respect to the
Group II Loans
will be
allocated
among the
Holders
of the Group II Senior
Certificates,
other than the Class
II-A-P
Certificates,
in proportion to the amounts of Accrued Certificate Interest that
would have been payable to
those
Certificates
from the Group II Loans on that
Distribution
Date absent such
reductions.
The remainder of
these
reductions will be allocated
among the Holders of the related Class M Certificates
and the related Class B
Certificates in proportion to the respective amounts of Accrued
Certificate
Interest that would have been payable
on that Distribution Date absent these
reductions.
In the case of each Class of Class A Certificates
(other than
the Principal-Only
Certificates),
Class M Certificates and Class B Certificates,
Accrued Certificate Interest on
that Class will be further reduced by the interest
portion
(adjusted to the Net Mortgage Rate) of Realized Losses
that are allocated
solely to such Class of such Class A
Certificates,
such Class M Certificates or such Class of
Class B Certificates pursuant to Section 4.05.
Available
Distribution
Amount:
As to any
Distribution
Date,
an
amount
determined
separately
with
respect to the Group I Loans and Group II Loans,
and in each case shall be equal to (a) the sum of (i) the
amount
relating to the
Mortgage
Loans in the related Loan Group on deposit in the
Custodial
Account as of the close of
business on the immediately
preceding
Determination Date,
including any Subsequent
Recoveries from the Mortgage
Loans in the that Loan Group,
and amounts
deposited in the Custodial
Account in connection with the substitution
of
Qualified
Substitute
Mortgage
Loans,
(ii) the
amount of any Advance for the related Loan Group made on the
immediately
preceding
Certificate Account Deposit Date,
(iii) any amount deposited in the Certificate Account on
the related Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account pursuant to Section 4.07 and any amounts
deposited in the Custodial
Account
pursuant
to
Section 9.01
and (v) any
amount that the Master
Servicer
is not
permitted
to withdraw
from the
Custodial Account or the Certificate
Account pursuant to
Section 3.16(e),
reduced by (b) the sum as of the close
of business on the immediately
preceding
Determination Date of (x) the Amount Held for Future
Distribution,
and
(y) amounts
permitted
to be
withdrawn
by the
Master
Servicer
from the
Custodial
Account
in respect of the
Mortgage Loans in the related Loan Group pursuant to clauses
(ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy
Amount:
With respect to each Loan Group, 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)
$224,503,
in the case of Loan
Group I, and $100,000,
in the case of Loan Group II, over (B) the aggregate amount of
Bankruptcy
Losses allocated
solely to one or more
specific
Classes of
Certificates
in the
related
Certificate
Group 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 related
Bankruptcy
Amount calculated as of the close of business
on the Business Day
immediately
preceding
the most recent
anniversary
of the Cut-off Date
coinciding
with or preceding such date of
determination
(or, if such date of determination is an anniversary of the
Cut-off Date, the Business Day
immediately
preceding such date of
determination)
(for purposes of this
definition, the "Relevant Anniversary") and (b) the greater of:
(A)
the
greater of (i) 0.0006
times the
aggregate
principal
balance of all the
Mortgage Loans in the related Loan Group as of the Relevant
Anniversary
(other than
Additional
Collateral
Loans,
if any) having a
Loan-to-Value
Ratio at
origination
which exceeds 75% and
(ii) $224,503, in the case of Loan Group I, and $100,000, in the
case of Loan Group II; 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
related
Loan Group
(other
than
Additional
Collateral
Loans,
if any) which had an
original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate thereof was
equal to the
weighted
average
(based on the
principal
balance of the
Mortgage
Loans in the
related Loan Group as of the
Relevant
Anniversary)
of the Net
Mortgage
Rates of all Mortgage
Loans in the
related
Loan Group 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 related Loan Group as of the
Relevant
Anniversary,
and (z) one
plus the
quotient of the number of all
Non-Primary
Residence
Loans
remaining
in the related
Loan Group divided by the total number of
Outstanding
Mortgage
Loans in the related Loan Group
as of the Relevant
Anniversary,
and (ii)
$224,503,
in the case of Loan Group I, and $100,000,
in the case of Loan Group II,
over
(2)
the aggregate amount of Bankruptcy Losses on Mortgage Loans in the
related Loan Group
allocated solely to one or more specific Classes of related
Certificates in accordance with Section 4.05
since the Relevant Anniversary.
The
Bankruptcy
Amount
for each Loan Group 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 related
Certificates
by such Rating
Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing Date by such Rating Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which
banking
institutions
in the State of New York,
the State of
Michigan,
the State of
California,
the State of Illinois or the City of
St. Paul,
Minnesota (and such other state or states in which the Custodial
Account or the Certificate
Account are
at the time located) are required or authorized by law or executive
order to be closed.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard
Terms,
which shall be entitled
"U.S.
Bank National
Association,
as trustee,
in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates,
Series
2006-S10" and which must be an Eligible Account.
Certificate
Group:
With
respect
to (i) Loan
Group I, the Group I Senior
Certificates,
the Class I-M
Certificates
and the Class I-B
Certificates;
and (ii) Loan Group II,
the Group II Senior,
Class II-M and Class
II-B Certificates.
Certificate
Principal
Balance:
With
respect
to
each
Certificate
(other
than
the
Interest
Only
Certificates), on any date of determination, an amount equal to:
(i)
the Initial
Certificate
Principal Balance of such Certificate as specified on the face
thereof,
plus
(ii)
any
Subsequent
Recoveries
added
to the
Certificate
Principal
Balance
of such
Certificate
pursuant to Section 4.02, minus
(iii)
the
sum of
(x) the
aggregate
of all
amounts
previously
distributed
with
respect
to such
Certificate (or any
predecessor
Certificate) and
applied to reduce the
Certificate
Principal
Balance
thereof
pursuant
to
Section 4.02(a) and
(y) the
aggregate
of
all
reductions
in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses which
were
previously
allocated to such
Certificate
(or any
predecessor
Certificate) pursuant
to
Section 4.05;
provided,
that the
Certificate
Principal
Balance
of the
Class of
Subordinate
Certificates
with the
Lowest
Priority at any given time shall be further
reduced by an amount
equal to the
Percentage
Interest
evidenced by
such Certificate
multiplied by the excess, if any, of (A) the then aggregate
Certificate Principal Balance of all
Classes of
Certificates
issued in
connection
with the related
Loan Group then
outstanding
over
(B) the then
aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group.
Class A Certificate:
Any Class I-A or Class II-A Certificate.
Class A-P
Certificates:
The Class I-A-P
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-P Certificates, which relate to and are
payable from the Group II Loans.
Class A-P Collection
Shortfall:
With respect to the Cash
Liquidation
or REO
Disposition of a Discount
Mortgage Loan, any
Distribution
Date and any Loan Group,
the extent to which the amount
described in clause (C)
of the
definition
of Class
A-P
Principal
Distribution
Amount
for such
Loan
Group is less
than the
amount
described in Clause (C)(1) of such definition.
Class A-P Principal
Distribution
Amount: With respect to any Distribution Date and Loan Group, an
amount
equal to the aggregate of:
(A)
the related Discount
Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan in the related
Loan Group due during the related Due Period,
whether or not received on or prior to
the related
Determination
Date, minus the Discount Fraction of the principal portion of any
related Debt
Service
Reduction which together with other
Bankruptcy
Losses on the related Mortgage Loans exceeds the
Bankruptcy Amount for that Loan Group;
(B)
the related
Discount
Fraction of the principal
portion of all unscheduled
collections on each Discount
Mortgage Loan in the related Loan Group
received
during the preceding
calendar month or, in the case of
Principal
Prepayments
in Full,
during the related
Prepayment
Period
(other than amounts
received in
connection
with a Cash
Liquidation or REO
Disposition
of a Discount
Mortgage Loan in the related Loan
Group described in clause (C) below),
including Principal Prepayments in Full,
Curtailments,
Subsequent
Recoveries and repurchases
(including deemed
repurchases under Section 3.07(b) of the Standard Terms) of
Discount
Mortgage
Loans in the
related
Loan
Group
(or,
in the case of a
substitution
of a Deleted
Mortgage Loan in the related Loan Group,
the Discount
Fraction of the amount of any shortfall
deposited
in the Custodial Account in connection with such substitution);
(C)
in connection
with the Cash
Liquidation or REO
Disposition
of a Discount
Mortgage Loan in the related
Loan
Group
that did not
result in any
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy Losses or Extraordinary
Losses,
an amount equal to the lesser of (1) the applicable
Discount
Fraction
of the Stated
Principal
Balance
of such
Discount
Mortgage
Loan
immediately
prior to such
Distribution
Date and (2) the aggregate
amount of the collections on such Discount
Mortgage Loan to the
extent applied as recoveries of principal;
(D)
any
amounts
allocable
to
principal
for the
related
Loan Group for any
previous
Distribution
Date
(calculated pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E)
the amount of the related Class A-P Collection
Shortfalls for such
Distribution
Date and Loan Group and
the amount of any Class A-P Collection
Shortfalls
remaining unpaid for all previous
Distribution Dates,
but only to the extent of the Eligible Funds for the related Loan
Group for such Distribution Date; minus
(F)
the Discount Fraction of the related
Capitalization
Reimbursement
Amount for the related Loan Group for
such Distribution Date, if any, related to each Discount Mortgage
Loan in the related Loan Group.
Class A-V
Certificates:
The Class I-A-V
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-V Certificates, which relate to and are
payable from the Group II Loans.
Class B
Certificates:
The Class I-B
Certificates,
which
relate
to and are
payable
from the Group I
Loans, and Class II-B Certificates, which relate to and are payable
from the Group II Loans.
Class I-A Certificates:
Any one of the Class I-A-1,
Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5,
Class I-A-6,
Class I-A-7,
Class I-A-P or Class I-A-V
Certificates,
executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class I-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the
aggregate
Certificate
Principal
Balance
of the
Group I Senior
Certificates,
other
than the Class
I-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or related
REO
Properties)
in Loan Group I, other than the
Discount
Fraction of the
Discount
Mortgage
Loans in Loan
Group I,
immediately
prior to that
Distribution
Date.
The Class I-A
Percentage
will
initially equal approximately 96.5% and will in no event exceed
100%.
Class I-B Certificate:
Any Class I-B-1, Class I-B-2 or Class I-B-3 Certificate.
Class I-M Certificate:
Any Class I-M-1, Class I-M-2 or Class I-M-3 Certificate.
Class
II-A
Certificates:
Any one of the Class
II-A-1,
Class
II-A-P
and Class
II-A-V
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed to the
Standard Terms as Exhibit A.
Class II-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the aggregate
Certificate
Principal
Balance of the Group II Senior
Certificates,
immediately
prior to that Distribution Date
divided by the aggregate
Stated
Principal
Balance of all of the Mortgage
Loans (or related REO
Properties)
in
Loan Group II,
other than the
Discount
Fraction of the
Discount
Mortgage
Loans in Loan Group II,
immediately
prior to that Distribution
Date. The Class II-A Percentage will initially equal
approximately
98.49% and will in
no event exceed 100%.
Class II-B Certificate:
Any Class II-B-1, Class II-B-2 or Class II-B-3 Certificate.
Class II-M Certificate:
Any Class II-M-1, Class II-M-2 or Class II-M-3 Certificate.
Class M
Certificates:
The Class I-M
Certificates,
which
relate
to and are
payable
from the Group I
Loans, and Class II-M Certificates, which relate to and are payable
from the Group II Loans.
Class R Certificate:
Any one of the Class R-I, Class R-II and Class R-III Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one
of
the
Class
R-III
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC III for purposes of the REMIC Provisions.
Closing Date:
October 30, 2006.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this Agreement is located at U.S. Bank National
Association,
EP-MN-WS3D,
60 Livingston
Avenue, St.
Paul, Minnesota
55107, Attention: Structured Finance/RFMSI 2006-S10.
Credit Support
Depletion
Date:
With respect to each Loan Group,
the first
Distribution
Date on which
the Certificate
Principal
Balances of the related Class M Certificates and the related Class
B Certificates
have
been reduced to zero.
Cut-off Date:
October 1, 2006.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to such
Distribution Date.
Discount
Fraction:
With respect to each Discount Mortgage Loan in Loan Group I, a
fraction
expressed as
a percentage,
the numerator of which is 6.00% minus the Net Mortgage Rate for
such Discount
Mortgage Loan and the
denominator
of which is 6.00%.
The Class I-A-P
Certificates
will be entitled to payments
based on the Discount
Fraction of the
Discount
Mortgage
Loans in Loan Group I. With
respect to each
Discount
Mortgage
Loan in Loan
Group II, a fraction
expressed as a
percentage,
the
numerator of which is 5.50% minus the Net Mortgage Rate for
such
Discount
Mortgage
Loan and the
denominator
of which is
5.50%.
The
Class
II-A-P
Certificates
will be
entitled to payments based on the Discount Fraction of the Discount
Mortgage Loans in Loan Group II.
Discount
Mortgage
Loan:
With
respect to (i) Loan Group I, any Mortgage
Loan with a Net Mortgage
Rate
less that 6.00% per annum or (ii) Loan Group II, any
Mortgage
Loan with a Net
Mortgage
Rate less than 5.50% per
annum.
Discount
Net
Mortgage
Rate:
With
respect to Loan Group I, 6.00% per annum and,
with
respect to Loan
Group II, 5.50% per annum.
Due Period:
With respect to each
Distribution
Date and any Mortgage
Loan,
the calendar
month of such
Distribution Date.
Eligible Funds:
With respect to any
Distribution
Date and Loan Group,
the portion,
if any, of (a) the
Available
Distribution
Amount
for such
Loan
Group
over (b) the sum of (i) the
aggregate
amount
of
Accrued
Certificate
Interest on the related Senior
Certificates,
(ii) the related Senior Principal
Distribution
Amount
(determined without regard to Section
4.02(a)(ii)(Y)(E)
of this Series
Supplement),
(iii) the related 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 I-M, Class I-B-1
and Class I-B-2 Certificates, or the Class II-M, Class II-B-1 and
Class II-B-2 Certificates, as applicable.
Excess
Bankruptcy
Losses:
With respect to Loan Group I, Bankruptcy Losses on Group I Loans in
excess of
the related
Bankruptcy
Amount.
With respect to Loan Group II,
Bankruptcy
Losses on Group II Loans in excess of
the related Bankruptcy Amount.
Excess
Fraud
Losses:
With
respect
to Loan
Group I,
Fraud
Losses
on Group I Loans in excess of the
related
Fraud
Loss
Amount.
With
respect
to Loan
Group
II,
Fraud
Losses on Group II Loans in excess of the
related Fraud Loss Amount.
Excess
Special
Hazard
Losses:
With respect to Loan Group I, Special
Hazard Losses on Group I Loans in
excess of the related
Special
Hazard
Amount.
With respect to Loan Group II,
Special
Hazard Losses on Group II
Loans in excess of the related Special Hazard Amount.
Excess
Subordinate
Principal
Amount:
With
respect to any
Distribution
Date and each Loan Group,
on
which the aggregate
Certificate
Principal Balance of the Class of Subordinate
Certificates
issued in connection
with the
related
Loan
Group,
then
outstanding
with the Lowest
Priority is to be reduced to zero and on which
Realized
Losses are to be allocated
to such class or classes,
the excess,
if any, of (i) the
amount that would
otherwise be
distributable
in respect of principal on such class or classes of Certificates on
such
Distribution
Date over (ii) the
excess,
if any, of the
aggregate
Certificate
Principal
Balance of such class or classes of
Certificates
immediately
prior to such
Distribution
Date over the
aggregate
amount of
Realized
Losses to be
allocated to such classes of Certificates on such Distribution
Date as reduced by any amount
calculated
pursuant
to clause (E) of the definition of Class A-P Principal Distribution
Amount.
Fraud Loss Amount:
With
respect to each Loan Group,
as of any date of
determination
after the Cut-off
Date,
an amount equal to: (X) prior to the second
anniversary
of the Cut-off
Date, an amount equal to 1.00% (in
the case of Group I Loans)
or 1.00%
(in the case of
Group
II
Loans)
of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans in the related Loan Group as
of the Cut-off Date,
minus the aggregate
amount
of Fraud Losses
allocated
solely to one or more
specific
Classes of related
Certificates
in
accordance
with
Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of
determination
and (Y) from the
third to the fifth
anniversary
of the
Cut-off
Date,
an amount
equal to (1) the
lesser of (a) the Fraud
Loss
Amount for the
related
Loan Group as of the most
recent
anniversary
of the
Cut-off
Date and (b) 0.50% of the
aggregate
outstanding
principal
balance of all of the
Mortgage
Loans in the related
Loan Group as of the most
recent
anniversary
of the Cut-off Date minus (2) the aggregate
amount of Fraud Losses for the related Loan Group
allocated
solely to one or more specific
Classes of related
Certificates in accordance with Section 4.05 of this
Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of
determination.
On and
after the fifth anniversary of the Cut-off Date, the Fraud Loss
Amount for each Loan Group shall be zero.
The
Fraud
Loss
Amount
for a Loan
Group 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 related
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.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6,
Class I-A-7,
Class I-A-V,
Class I-A-P,
Class R-I and Class R-III
Certificates,
which relate to and are
payable from the Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group II Senior
Certificates:
The Class II-A-1,
Class II-A-P, Class II-A-V and Class R-II Certificates,
which relate to and are payable from the Group II Loans.
Highest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates then
outstanding
with a
Certificate
Principal
Balance
greater than zero,
with the
earliest
priority for payments
pursuant to
Section 4.02(a),
in the following order: (a) for the Subordinate
Certificates
related to Loan Group
I, Class I-M-1,
Class I-M-2,
Class I-M-3,
Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates and (b) for the
Subordinate
Certificates
related to Loan Group II, Class II-M-1,
Class II-M-2, Class II-M-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates.
Initial
Monthly
Payment
Fund:
With
respect
to the
Group I Loans,
$423,357
representing
scheduled
principal
amortization
and interest at the Net Mortgage Rate during the month of October
2006,
for those Group I
Loans for which the Trustee will not be entitled to receive
such
payment in
accordance
with the
definition
of
"Trust
Fund".
With respect to the Group II Loans,
$14,219
representing
scheduled
principal
amortization
and
interest
at the Net
Mortgage
Rate
during
the month of
October
2006,
for those
Group II Loans for which the
Trustee will not be entitled to receive such payment in accordance
with the definition of "Trust Fund".
Initial
Notional
Amount:
With
respect to any Class
I-A-V
Certificates
or
Subclass
thereof
issued
pursuant to Section
5.01(c),
the aggregate
Cut-off Date Principal
Balance of the Mortgage Loans relating to the
Uncertificated
REMIC I Regular Interests Z, and
correspondingly,
the Uncertificated
REMIC III Regular Interests
Z1,
corresponding
to such Class or
Subclass
on such date.
With
respect to any Class
II-A-V
Certificates
or
Subclass thereof issued pursuant to Section 5.01(c),
the aggregate
Cut-off Date Principal Balance of the Mortgage
Loans relating to the Uncertificated
REMIC II Regular Interests Z, and
correspondingly,
the Uncertificated REMIC
III Regular Interests Z2, corresponding to such Class or Subclass
on such date.
Initial Subordinate Class Percentage:
With respect to each Class of related Subordinate Certificates,
an
amount
which
is
equal
to the
initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided by the
aggregate
Stated
Principal
Balance of all the
Mortgage
Loans in the
related Loan Group or Loan Groups as of the Cut-off Date as
follows:
Class I-M-1:
1.90%
Class I-B-1: 0.20%
Class I-M-2:
0.60%
Class I-B-2: 0.20%
Class I-M-3:
0.40%
Class I-B-3: 0.20%
Class II-M-1: 0.86%
Class II-B-1: 0.10%
Class II-M-2: 0.20%
Class II-B-2: 0.10%
Class II-M-3: 0.15%
Class II-B-3: 0.10%
Interest
Accrual
Period:
With
respect to any Class of
Certificates
and any
Distribution
Date,
the
calendar month preceding the month in which such Distribution Date
occurs.
Interest Only
Certificates:
Any one of the Class A-V
Certificates.
The Interest Only Certificates will
have no Certificate Principal Balance.
Loan Group:
Either of Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Lockout
Amount:
With
respect
to any
Distribution
Date,
an amount
equal to the
product
of (i) the
Lockout
Percentage for that Distribution
Date, (ii) the Lockout Priority
Percentage for that Distribution
Date,
and (iii) the
portion of the Senior
Principal
Distribution
Amount for Loan Group I available
for
distribution
pursuant to Section 4.02(b)(ii)(B).
Lockout
Percentage:
With respect to any Distribution
Date, a fraction,
expressed as a percentage,
(i)
the
numerator
of
which is the
Certificate
Principal
Balance
of the
Class
I-A-7
Certificates
and (ii) the
denominator of which is the aggregate
Certificate
Principal Balance of the Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6 and Class I-A-7 Certificates.
Lockout
Priority
Percentage:
For any
Distribution
Date occurring
prior to the
Distribution
Date in
November 2011, 0%. For any
Distribution
Date occurring
after the first five years
following the Closing Date, a
percentage
determined
as follows:
(i) for any
Distribution
Date during the sixth year after the Closing
Date,
30%;
(ii) for any
Distribution
Date
during
the
seventh
year
after
the
Closing
Date,
40%;
(iii) for any
Distribution
Date during the eighth year after the Closing Date,
60%; (iv) for any
Distribution
Date during the
ninth year after the Closing Date, 80%; and (v) for any
Distribution Date thereafter, 100%.
Lower
Priority:
As of any date of
determination
and any Class of Subordinate
Certificates,
any other
Class of related
Subordinate
Certificates then outstanding with a later priority for payments
pursuant to Section
4.02(a).
Lowest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates
then
outstanding
with a
Certificate
Principal
Balance
greater
than zero,
with the latest
priority
for
payments
pursuant to
Section 4.02(a),
in the following order: (a) for the Subordinate
Certificates
related to Loan Group
I, Class I-B-3, Class I-B-2, Class I-B-1,
Class I-M-3, Class I-M-2 and Class I-M-1
Certificates,
and (b) for the
Subordinate
Certificates
related to Loan Group II, Class II-B-3,
Class II-B-2, Class II-B-1, Class II-M-3, Class
II-M-2 and Class II-M-1 Certificates.
Maturity
Date:
With
respect
to
Certificates
in the
Certificate
Group
related to Loan Group I, the
Distribution
Date in October 2036, which is the Distribution
Date in the month
immediately
following the latest
scheduled
maturity
date of any Mortgage
Loan in Loan Group I. With respect to
Certificates
in the
Certificate
Group related to Loan Group II, the Distribution
Date in October 2021, which is the Distribution
Date immediately
in the month following the latest scheduled maturity date of any
Mortgage Loan in Loan Group II.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit
One-II
(with
respect to Loan Group II) (in each case,
as amended from time
to time to reflect the addition of Qualified
Substitute
Mortgage Loans),
which list or lists shall set forth the
following information as to each Mortgage Loan in the related Loan
Group:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
the Pool Strip Rate ("STRIP");
(g)
the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(k)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence; and
(l)
a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Non-Discount Mortgage Loan: The Mortgage Loans other than the
Discount Mortgage Loans.
Notional
Amount:
As of any
Distribution
Date with respect to any Class I-A-V
Certificates,
an amount
equal to the aggregate
Stated
Principal
Balance of the Group I Loans as of the day
immediately
preceding
such
Distribution
Date (or,
with
respect to the initial
Distribution
Date,
at the close of business on the Cut-off
Date).
For
federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to
any
Class
I-A-V
Certificates or Subclass
thereof issued pursuant to Section 5.01(c),
the aggregate
Stated
Principal
Balance of
the Group I Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests
Z, and
correspondingly,
the
Uncertificated
REMIC III Regular
Interests Z1,
corresponding to such Class or Subclass as of the day immediately
preceding such
Distribution Date (or, with respect to the initial
Distribution
Date, at the close of business on
the Cut-off Date). As of any Distribution
Date with respect to any Class II-A-V
Certificates,
an amount equal to
the
aggregate
Stated
Principal
Balance
of
the
Group
II
Loans
as of the
day
immediately
preceding
such
Distribution
Date (or,
with
respect to the initial
Distribution
Date,
at the close of business on the Cut-off
Date).
For
federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to any
Class
II-A-V
Certificates or Subclass
thereof issued pursuant to Section 5.01(c),
the aggregate
Stated
Principal
Balance of
the Group II Loans
corresponding to the
Uncertificated
REMIC II Regular
Interests Z, and
correspondingly,
the
Uncertificated
REMIC III Regular
Interests Z2,
corresponding to such Class or Subclass as of the day immediately
preceding such
Distribution Date (or, with respect to the initial
Distribution
Date, at the close of business on
the Cut-off Date).
Pass-Through
Rate: With respect to the Class A Certificates
(other than the Class A-V
Certificates
and
the Principal Only
Certificates),
Class M
Certificates,
Class B Certificates
and Class R Certificates
and any
Distribution
Date, the per annum rates set forth in the Preliminary
Statement hereto.
With respect to each Class
of Class A-V
Certificates
(other than any
Subclass
thereof)
and any
Distribution
Date other than the initial
Distribution
Date, a rate equal to the weighted
average,
expressed as a
percentage,
of the Pool Strip Rates of
all Mortgage
Loans in the related
Loan Group as of the Due Date in the related Due Period,
weighted on the basis
of the
respective
Stated
Principal
Balances
of such
Mortgage
Loans in the
related
Loan Group as of the day
immediately
preceding such
Distribution
Date. With respect to the Class I-A-V
Certificates and the Class II-A-V
Certificates
and the
initial
Distribution
Date,
the
Pass-Through
Rates are equal to 0.3506%
and 0.3264% per
annum,
respectively.
With respect to any Subclass of Class I-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
Group
I Loans
corresponding
to the
Uncertificated
REMIC III Regular
Interests Z1
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 Group I
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 any
Subclass of Class II-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 Group II Loans
corresponding
to the
Uncertificated
REMIC III Regular
Interests Z2
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 Group II Loans as of the day
immediately
preceding
such
Distribution
Date (or with
respect to the
initial
Distribution
Date,
at the close of business on the Cut-Off
Date).
The
Principal
Only
Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate:
The pool strip rate on any Group I Loan is equal to its Net
Mortgage
Rate minus 6.00%,
but not less than 0.00%.
The pool strip rate on any Group II loan is equal to its Net
Mortgage
Rate minus 5.50%,
but not less than 0.00%.
Prepayment
Assumption:
With
respect
to
each
Loan
Group,
a
prepayment
assumption
of
300% of the
prepayment
speed
assumption,
used for determining the accrual of original issue discount and
market discount and
premium on the related
Certificates for federal income tax purposes.
The prepayment
speed
assumption
assumes a
constant rate of prepayment of Mortgage Loans of 0.2% per annum of
the then
outstanding
principal
balance of the
related
Mortgage
Loans in the first month of the life of such Mortgage
Loans,
increasing by an additional
0.2%
per annum in each
succeeding
month until the
thirtieth
month,
and a constant
6% per annum rate of
prepayment
thereafter for the life of the related Mortgage Loans.
Prepayment
Distribution
Percentage:
With respect to any Distribution Date and each Class of Subordinate
Certificates in the Certificate
Group for Loan Group I and Loan Group II, 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 related Senior
Certificates (other than the related Class
A-P Certificates) have been reduced to zero), 0%.
(ii)
For any
Distribution
Date for which clause (i) above does not apply,
and on which any Class of
related
Subordinate
Certificates is outstanding
with a Certificate
Principal
Balance greater
than zero:
(a)
in the case of the Class of related
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
related
Subordinate
Certificates
then
outstanding
with the Highest
Priority and (2) all other
Classes of related
Subordinate
Certificates
for which the respective
Prepayment
Distribution
Triggers have been
satisfied; and
(b)
in the case of each other Class of related
Subordinate
Certificates for which
the Prepayment Distribution Triggers have not been satisfied, 0%;
and
(iii)
Notwithstanding
the
foregoing,
if
the
application
of
the
foregoing
percentages
on
any
Distribution
Date as provided
in Section
4.02 of this Series
Supplement
(determined
without
regard to the proviso to the definition of
"Subordinate
Principal
Distribution
Amount") would
result in a
distribution
in
respect
of
principal
of any
Class or
Classes
of
Subordinate
Certificates in an amount greater than the remaining
Certificate
Principal Balance thereof (any
such class,
a "Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage
of each
Maturing Class shall be reduced to a level that, when applied as
described
above,
would exactly
reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment
Distribution
Percentage of each other Class of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class") shall be
recalculated
in accordance
with the provisions in paragraph (ii) above, as if
the
Certificate
Principal
Balance
of each
Maturing
Class
had been
reduced
to zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence,
expressed as an aggregate
percentage,
shall be allocated among
the
Non-Maturing
Classes
in
proportion
to their
respective
Recalculated
Percentages
(the
portion of such aggregate
reduction so allocated to any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes
of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of
each
Non-Maturing
Class
shall
be
equal
to the
sum of
(1)
the
Prepayment
Distribution
Percentage thereof,
calculated in accordance with the provisions in paragraph (ii)
above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment
Distribution
Trigger:
With
respect to any
Distribution
Date and any Class of
Subordinate
Certificates
included in any
Certificate
Group
(other than the Class I-M-1
Certificates
and the Class
II-M-I
Certificates),
a test that shall be satisfied if the fraction (expressed as a
percentage) equal
to the sum of the
Certificate
Principal
Balances
of such
Class and each Class of related
Subordinate
Certificates
with a Lower
Priority than such Class
immediately
prior to such
Distribution
Date divided by the aggregate
Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) in
the related Loan Group
immediately
prior to
such
Distribution
Date is greater than or equal to the sum of the related Initial
Subordinate
Class Percentages
of such Class and each Class of related Subordinate Certificates
with a Lower Priority.
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 next
preceding
the month in which the related
Distribution
Date
occurs.
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
As to any Uncertificated
REMIC II Regular Interest,
those classes of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC II Regular Interest in
the definition of Uncertificated REMIC II Regular Interest.
REMIC I: The segregated
pool of assets with respect to which a REMIC
election is to be made,
consisting
of:
(i)
the Group I Loans and the related
Mortgage Files and
collateral
securing such Group I
Loans,
(ii)
all
payments
and
collections
in respect
of the Group I 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,
(iii)
property
which
secured a Group I 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, related to Group
I Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC
II:
The
segregated
pool of
assets,
with
respect
to
which a REMIC
election
is to be
made,
consisting of:
(i)
the Group II Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect of the Group II 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,
(iii)
property
which
secured a Group II 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, related to Group
II Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC III: The segregated pool of assets
consisting of the
Uncertificated
REMIC I Regular Interests and
the
Uncertificated
REMIC II Regular Interests
conveyed in trust to the Trustee for the benefit of the holders of
each Class of Certificates
(other than the Class R-I and Class R-II
Certificates)
pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
Senior Accelerated
Distribution
Percentage:
With respect to any Distribution Date occurring on or prior
to the 60th
Distribution
Date and Loan Group I, 100%. With respect to any
Distribution
Date thereafter and Loan
Group I, as follows:
(i)
for any
Distribution
Date
after
the
60th
Distribution
Date
but on or
prior
to the
72nd
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related Subordinate Percentage for such Distribution Date;
(ii)
for any
Distribution
Date
after
the
72nd
Distribution
Date
but on or
prior
to the
84th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related Subordinate Percentage for such Distribution Date;
(iii)
for any
Distribution
Date
after
the
84th
Distribution
Date
but on or
prior
to the
96th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related Subordinate Percentage for such Distribution Date;
(iv)
for any
Distribution
Date
after
the 96th
Distribution
Date
but on or
prior
to the
108th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related Subordinate Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for such Distribution Date;
provided, however,
(i)
that any scheduled reduction to the Senior Accelerated
Distribution
Percentage for Loan Group I
described above shall not occur as of any Distribution Date unless
either:
(a)(1)(X)
the
outstanding
principal
balance
of the
Mortgage
Loans
in Loan
Group I
delinquent
60 days
or more
averaged
over
the
last
six
months,
as a
percentage
of the
aggregate
outstanding
Certificate
Principal Balance of the related Subordinate
Certificates,
is less than 50% or
(Y) the
outstanding
principal
balance
of
Mortgage
Loans in Loan Group I
delinquent
60 days or more
averaged over the last six months, as a percentage of the aggregate
outstanding
principal balance of all
Mortgage
Loans in Loan Group I averaged
over the last six
months,
does not exceed 2% and
(2) Realized
Losses on the Mortgage Loans in Loan Group I to date for such
Distribution
Date if occurring
during the
sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter) after
the Closing
Date are less
than 30%, 35%, 40%, 45% or 50%,
respectively,
of the sum of the Initial
Certificate
Principal Balances
of the related Subordinate Certificates; or
(b)(1)
the outstanding
principal
balance of Mortgage Loans in Loan Group I delinquent 60 days
or more
averaged
over the last six
months,
as a
percentage
of the
aggregate
outstanding
principal
balance of all Mortgage
Loans in Loan Group I averaged
over the last six months,
does not exceed 4% and
(2) Realized
Losses
on the
Mortgage
Loans
in Loan
Group I to date
for such
Distribution
Date,
if
occurring
during the sixth,
seventh,
eighth,
ninth or tenth
year (or any year
thereafter) after
the
Closing
Date
are
less
than
10%,
15%,
20%,
25% or
30%,
respectively,
of the
sum of the
Initial
Certificate Principal Balances of the related Subordinate
Certificates; and
(ii)
that for any
Distribution
Date on which the
related
Senior
Percentage
is
greater
than the
related Senior
Percentage as of the Closing Date, the related
Senior
Accelerated
Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of
the
Certificate
Principal
Balances
of
the
Senior
Certificates
related to Loan
Group I (other
than the Class
I-A-P
Certificates) to
zero,
the
related
Senior
Accelerated Distribution Percentage shall thereafter be 0%.
With respect to any Distribution
Date occurring on or prior to the 60th
Distribution Date and Loan Group
II, 100%.
With respect to any Distribution Date thereafter and Loan Group II,
as follows:
(i)
for any
Distribution
Date
after
the
60th
Distribution
Date
but on or
prior
to the
72nd
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related Subordinate Percentage for such Distribution Date;
(ii)
for any
Distribution
Date
after
the
72nd
Distribution
Date
but on or
prior
to the
84th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related Subordinate Percentage for such Distribution Date;
(iii)
for any
Distribution
Date
after
the
84th
Distribution
Date
but on or
prior
to the
96th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related Subordinate Percentage for such Distribution Date;
(iv)
for any
Distribution
Date
after
the 96th
Distribution
Date
but on or
prior
to the
108th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related Subordinate Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for such Distribution Date;
provided, however,
(i)
that any scheduled reduction to the Senior Accelerated
Distribution
Percentage
described above
shall not occur as of any Distribution Date unless either:
(a)(1)(X)
the
outstanding
principal
balance
of the
Mortgage
Loans in Loan
Group II
delinquent
60 days
or more
averaged
over
the
last
six
months,
as a
percentage
of the
aggregate
outstanding
Certificate
Principal Balance of the related Subordinate
Certificates,
is less than 50% or
(Y) the
outstanding
principal
balance of
Mortgage
Loans in Loan Group II
delinquent
60 days or more
averaged over the last six months, as a percentage of the aggregate
outstanding
principal balance of all
Mortgage
Loans in Loan Group II averaged
over the last six months,
does not exceed 2% and
(2) Realized
Losses on the Mortgage Loans in Loan Group II to date for such
Distribution
Date if occurring during the
sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter) after
the Closing
Date are less
than 30%, 35%, 40%, 45% or 50%,
respectively,
of the sum of the Initial
Certificate
Principal Balances
of the related Subordinate Certificates; or
(b)(1)
the
outstanding
principal
balance of Mortgage
Loans in Loan Group II
delinquent
60
days or more averaged over the last six months,
as a percentage
of the aggregate
outstanding
principal
balance of all Mortgage
Loans in Loan Group II averaged over the last six months,
does not exceed 4% and
(2) Realized
Losses
on the
Mortgage
Loans in Loan
Group II to date for
such
Distribution
Date,
if
occurring
during the sixth,
seventh,
eighth,
ninth or tenth
year (or any year
thereafter) after
the
Closing
Date
are
less
than
10%,
15%,
20%,
25% or
30%,
respectively,
of the
sum of the
Initial
Certificate Principal Balances of the related Subordinate
Certificates; and
(ii)
that for any
Distribution
Date on which the
related
Senior
Percentage
is
greater
than the
related Senior
Percentage as of the Closing Date, the related
Senior
Accelerated
Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of
the
Certificate
Principal
Balances
of
the
Senior
Certificates
related to Loan Group II (other than the Class
II-A-P
Certificates) to
zero,
the
related
Senior
Accelerated Distribution Percentage shall thereafter be 0%.
Senior
Certificate:
Any one of the
Group
I
Senior
Certificates
or
Group
II
Senior
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 and Loan Group, the
amount of
Accrued
Certificate
Interest
required to be distributed from the related
Available
Distribution
Amount to the
Holders of the related Senior Certificates for that Distribution
Date.
Senior Percentage:
The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal
Distribution
Amount:
As to any Distribution Date and Loan Group, the lesser of (a) the
balance of the related
Available
Distribution
Amount remaining after the distribution of all amounts required to
be distributed
pursuant to Section
4.02(a)(i)
and Section
4.02(a)(ii)(X)
(excluding
any amount
distributable
pursuant to clause (E) of the
definition of Class A-P Principal
Distribution
Amount) (or, on or after the Credit
Support
Depletion
Date,
the amount
required
to be
distributed
to the
related
Class A-P
Certificateholders
pursuant to Section
4.02(d)),
in each case, for the related Loan Group,
and (b) the sum of the amounts
required
to be distributed to the Senior
Certificateholders
of the related
Certificate
Group on such
Distribution
Date
pursuant to Section 4.02(a)(ii)(Y).
Special Hazard Amount:
As of any
Distribution
Date and Loan Group,
an amount equal to (a) with respect
to Loan Group I,
$7,803,772 and (b) with respect to Loan Group II,
$3,073,071,
in each case minus the sum of (i)
the aggregate
amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in
the related
Certificate
Group in accordance
with Section 4.05 of this Series
Supplement and (ii) the Adjustment
Amount (as defined
below) as most recently
calculated.
For each
anniversary of the Cut-off Date, the Adjustment
Amount
shall be equal to the amount,
if any, by which the amount
calculated
in
accordance
with the
preceding
sentence
(without
giving
effect to the
deduction of the
Adjustment
Amount for such
anniversary)
exceeds the
greater of (A) the greatest of (i) twice the
outstanding
principal
balance of the
Mortgage
Loan in the related
Loan Group with the largest
outstanding
principal
balance on the Distribution
Date
immediately
preceding such
anniversary,
(ii) the product of 1.00%
multiplied by the outstanding
principal
balance of all Mortgage Loans in
the related Loan Group on the
Distribution
Date
immediately
preceding such
anniversary and (iii) the aggregate
outstanding
principal
balance (as of the immediately
preceding
Distribution
Date) of the Mortgage Loans in the
related Loan Group in any single
five-digit
California zip code area with the largest amount of Mortgage Loans
in
the
related
Loan Group by
aggregate
principal
balance as of such
anniversary
and (B) the
greater of (i) the
product of 0.50%
multiplied by the outstanding
principal
balance of all Mortgage Loans in the related Loan Group
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 in the
related
Loan Group
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 in the related Loan Group,
expressed as a percentage,
and the
denominator of
which is equal to 39.5% in the case of Loan
Group I and
19.7%,
in the case of Loan
Group II (which
percentages
are equal to the respective
percentage of Mortgage Loans in the related Loan Group 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 in the related
Loan Group secured by a Mortgaged Property located in the State of
California.
The related 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 related
Certificates by such Rating Agency below the lower of the
then-current
rating or the rating
assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide a copy of such
written confirmation to the Trustee.
Subordinate
Certificate:
With
respect to Loan Group I, any one of the Class I-M
Certificates
or Class
I-B-1,
Class I-B-2 and Class I-B-3
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B and Exhibit C,
respectively.
With
respect to
Loan
Group
II,
any
one of the
Class
II-M
Certificates
or
Class
II-B-1,
Class
II-B-2
and
Class
II-B-3
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form
annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate
Class
Percentage:
With
respect
to any
Distribution
Date and any
Class
of
Subordinate
Certificates,
a
fraction,
expressed
as a
percentage,
the
numerator
of
which is the
aggregate
Certificate
Principal Balance of such Class of Subordinate
Certificates
immediately prior to such date and the denominator of
which is the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans in the
related
Loan Group (or
related REO
Properties) (other
than the related
Discount
Fraction of each Discount
Mortgage
Loan) immediately
prior to such Distribution Date.
Subordinate
Principal
Distribution
Amount:
With
respect to any
Distribution
Date and Loan Group and
each Class of related
Subordinate
Certificates,
(a) the sum of (i) the
product of (x) the
related
Subordinate
Class
Percentage
for such Class and (y) the aggregate of the amounts
calculated for such
Distribution
Date for
the related
Loan Group under
clauses
(1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A)
of this Series
Supplement
(without
giving effect to the Senior
Percentage)
to the extent not payable to the related
Senior
Certificates;
(ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of related
Subordinate
Certificates then
outstanding,
of the principal
collections
described in Section
4.02(a)(ii)(Y)(B)(b)
of this
Series
Supplement
for
the
related
Loan
Group
(without
giving
effect
to
the
related
Senior
Accelerated
Distribution
Percentages)
to the extent such
collections
are not otherwise
distributed
to the related
Senior
Certificates;
(iii) the product of (x) the related
Prepayment
Distribution
Percentage
and (y) the aggregate of
all
Principal
Prepayments
in Full received in the related
Prepayment
Period and
Curtailments
received in the
preceding
calendar
month for the related Loan Group (other than the related
Discount
Fraction of such Principal
Prepayments in Full and Curtailments
with respect to a related
Discount
Mortgage Loan) to the extent not payable
to the related Senior
Certificates;
(iv) if such Class is the Class of related Subordinate
Certificates with the
Highest
Priority,
any
related
Excess
Subordinate
Principal
Amount
for
the
related
Loan
Group
for
such
Distribution Date not paid to the related 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 related
Subordinate
Certificates
minus (b) the
related
sum of (i) with
respect to the Class of
Subordinate
Certificates
with the
Lowest Priority,
any related Excess Subordinate
Principal Amount for such Distribution Date; and (ii) the related
Capitalization
Reimbursement
Amount for such Loan Group and
Distribution
Date,
other than the related Discount
Fraction of any portion of that amount
related to each related
Discount
Mortgage Loan in the related Loan Group,
multiplied by a fraction,
the numerator of which is the Subordinate
Principal
Distribution Amount for such Class
of related
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 in the related Certificate
Group
other
than
the
Class
A-P
Certificates,
without
giving
effect
to
any
reductions
for
the
Capitalization
Reimbursement Amount.
Trust Fund:
The segregated pool of assets consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date
(other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in
the
Custodial
Account or in the
Certificate
Account and
identified as belonging to the Trust
Fund but not including amounts on deposit in the Initial Monthly
Payment Funds,
(iii)
property
that
secured
a
Mortgage
Loan
and that has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any,
(v)
the Initial Monthly Payment Funds, and
(vi)
all proceeds of clauses (i) through (v) above.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, (i) as to each
Uncertificated
REMIC I
Regular
Interest
other
than each
Uncertificated
REMIC I Regular
Interest
Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the Related Classes of Certificates
(excluding any Interest Only
Certificates) if the
Pass-Through
Rate on such
Classes were equal to the Uncertificated
Pass-Through Rate on such Uncertificated
REMIC I Regular Interest,
(ii)
as to each
Uncertificated
REMIC I Regular
Interest Z and each
Uncertificated
REMIC III Regular Interest Z1, 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 I-A-V
Certificates,
pursuant to
Section 4.02,
(iii) as to each
Uncertificated
REMIC II Regular
Interest other than each
Uncertificated
REMIC II Regular
Interest Z, an amount
equal to the aggregate amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on the Related
Classes of
Certificates
(excluding any Interest Only
Certificates)
if the
Pass-Through
Rate on such Classes were equal to the
Uncertificated
Pass-Through Rate on such
Uncertificated
REMIC II Regular
Interest and (iv) as to each Uncertificated
REMIC II Regular Interest Z and each Uncertificated
REMIC III Regular
Interest Z2, 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
II-A-V Certificates.
Uncertificated
Pass-Through Rate: With respect to each of the
Uncertificated
REMIC I Regular Interests,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the per annum rate
specified in the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to each
Uncertificated
REMIC I Regular
Interest Z, the
Pool Strip Rate for the related Mortgage Loan, and with respect to
each
Uncertificated
REMIC III Regular Interest
Z1,
100% of the
Uncertificated
Pass-Through
Rate on the related
identically
numbered
Uncertificated
REMIC I
Regular
Interest Z.
With
respect
to each of the
Uncertificated
REMIC II
Regular
Interests,
other
than the
Uncertificated
REMIC II Regular
Interests Z, the per annum rate
specified in the
definition
of
Uncertificated
REMIC II Regular
Interests.
With
respect to each
Uncertificated
REMIC II
Regular
Interest
Z, the Pool Strip
Rate for the related
Mortgage Loan, and with respect to each
Uncertificated
REMIC III Regular
Interest Z2, 100%
of the
Uncertificated
Pass-Through
Rate on the
related
identically
numbered
Uncertificated
REMIC II Regular
Interest Z.
Uncertificated
Principal Balance:
With respect to each
Uncertificated
REMIC I Regular Interest,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, as defined in the
definition
of
Uncertificated
REMIC I
Regular Interest.
With respect to each
Uncertificated
REMIC II Regular Interest,
other than the
Uncertificated
REMIC II Regular Interests Z, as defined in the definition of
Uncertificated REMIC II Regular Interest.
Uncertificated REMIC I Regular Interest
Distribution
Amounts:
With respect to each Uncertificated REMIC
I Regular
Interest,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the amount
specified
as the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
with
respect
thereto
in
the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to the
Uncertificated
REMIC I Regular
Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC I Regular Interests:
The
Uncertificated
REMIC I Regular Interests Z together with
the interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in
REMIC I, and having the following characteristics:
1.
The
principal
balance
from
time
to
time of
each
Uncertificated
REMIC I
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such table,
minus the sum of (x) the aggregate of all amounts
previously
deemed
distributed
with
respect to such
interest
and
applied
to reduce
the
Uncertificated
Principal
Balance
thereof
pursuant
to
Section 10.04(a)(ii)
and (y) the
aggregate
of all
reductions
in
Certificate
Principal
Balance deemed to have occurred in connection with Realized Losses
that were previously
deemed
allocated
to the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
pursuant to
Section 10.04(d),
which equals the aggregate principal balance of the Classes of
Certificates
identified
as related to such Uncertificated REMIC I Regular Interest in such
table.
2.
The Uncertificated
Pass-Through Rate for each
Uncertificated
REMIC I Regular Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate column of
such table.
3.
The
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
for
each
Uncertificated
REMIC I Regular
Interest
identified
in the table below
shall be, for any
Distribution
Date, the amount deemed distributed with respect to such
Uncertificated
REMIC I Regular Interest on such
Distribution Date pursuant to the provisions of Section 10.04(a).
------------------------------- -----------------------------
--------------------------- ----------------------------
UNCERTIFICATED REMIC I
RELATED CLASSES OF
REGULAR INTEREST
CERTIFICATES
PASS-THROUGH RATE
INITIAL PRINCIPAL BALANCE
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
X
Class I-A-P
0.00%
$599,347.75
------------------------------- -----------------------------
--------------------------- ----------------------------
------------------------------- -----------------------------
--------------------------- ----------------------------
Y
Class I-A-1, Class I-A-2,
6.00%
$779,777,777.00
Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6,
Class I-A-7, Class I-M,
Class I-B and Class R-III
------------------------------- -----------------------------
--------------------------- ----------------------------
Uncertificated
REMIC I
Regular
Interests
Z:
The
1463
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 1463,
each
relating to the
particular
Non-Discount
Mortgage Loan
identified
by sequential
number on the Mortgage Loan Schedule for Loan Group I, each
having no principal
balance,
and each bearing
interest at the respective Pool Strip Rate on the Stated Principal
Balance of the related Mortgage Loan.
Uncertificated
REMIC I Regular Interests Z Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC II Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests Z, the amount specified as
the
Uncertificated
REMIC II Regular
Interest
Distribution
Amount with
respect
thereto in the
definition
of
Uncertificated
REMIC II Regular Interests.
With respect to the
Uncertificated
REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular
Interests:
The
Uncertificated
REMIC II Regular
Interests
Z together
with the interests
identified in the table below, each representing an undivided
beneficial ownership interest in
REMIC II, and having the following characteristics:
1.
The
principal
balance
from
time to time of each
Uncertificated
REMIC II
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such
table,
minus the sum of (x) the
aggregate
of all amounts
previously
deemed
distributed
with respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a)(ii)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses that
were
previously
deemed
allocated
to
the
Uncertificated
Principal
Balance
of
such
Uncertificated
REMIC II
Regular
Interest
pursuant
to
Section
10.04(d),
which
equals the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC II Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
II
Regular
Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate
column of such table.
3.
The Uncertificated
REMIC II Regular Interest
Distribution Amount for each Uncertificated REMIC
II Regular
Interest
identified
in the table below shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with respect to such
Uncertificated
REMIC II Regular
Interest on
such Distribution Date pursuant to the provisions of Section
10.04(a).
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC II
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
X
Class II-A-P
0.00%
$1,773,523.59
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Y
Class II-A-1, Class II-M,
5.50%
$305,533,495.00
Class II-B
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated
REMIC
II
Regular
Interests
Z:
The 455
uncertificated
partial
undivided
beneficial
ownership
interests
in the Trust Fund,
numbered
sequentially
from 1 to 455,
each
relating to the
particular
Non-Discount
Mortgage Loan
identified by sequential
number on the Mortgage Loan Schedule for Loan Group II, 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 II Regular Interests Z Distribution
Amount:
With respect to any Distribution Date,
the sum of the
amounts
deemed to be
distributed
on the
Uncertificated
REMIC II Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular
Interests Z: Any of the
Uncertificated
REMIC III Regular Interests Z1
and Uncertificated REMIC III Regular Interests Z2.
Uncertificated
REMIC
III
Regular
Interests
Z1:
Each of the
1463
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC III
numbered
sequentially
from 1 through
1463 each
relating
to the
identically
numbered
Uncertificated
REMIC I Regular
Interests Z, each having no
principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z, comprising such
Uncertificated
REMIC III Regular Interests Z1's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC
III
Regular
Interests
Z2:
Each
of the
455
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC III
numbered
sequentially
from 1
through
455 each
relating
to the
identically
numbered
Uncertificated
REMIC II Regular
Interests Z, each having no principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC II Regular Interests Z, comprising such
Uncertificated
REMIC III Regular Interests Z2's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular Interests
Distribution
Amount:
With respect to any Distribution Date,
the
sum
of
the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC
I
Regular
Interests
Z and
Uncertificated REMIC II Regular Interests Z for such Distribution
Date pursuant to Section 10.04(a).
Underwriters:
Citigroup Global Markets Inc. and Residential Funding Securities,
LLC.
Section 1.02
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal" of the Mortgage Loans
shall
mean,
with
respect to the Sharia
Mortgage
Loans,
amounts in respect
profit
payments
and
acquisition
payments, respectively.
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a)
(See Section 2.01(a) of the Standard Terms)
(b)
(See Section 2.01(b) of the Standard Terms)
(c)
(See Section 2.01(c) of the Standard Terms)
(d)
(See Section 2.01(d) of the Standard Terms)
(e)
(See Section 2.01(e) of the Standard Terms)
(f)
(See Section 2.01(f) of the Standard Terms)
(g)
(See Section 2.01(g) of the Standard Terms)
(h)
(See Section 2.01(h) of the Standard Terms)
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
For
representations,
warranties
and
covenants
of the
Master
Servicer,
see
Section 2.03(a)
of the
Standard Terms.
(b)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the Cut-off Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Group I Loan is 30 or more days
Delinquent
in the payment of principal and interest as of the Cut-off
Date and no Group I Loan
has
been so
Delinquent
more
than
once in the 12 month
period
prior to the
Cut-off
Date.
No Group II Loan is
currently
30 or more days
Delinquent
in payment of
principal
and
interest.
As of the Cut-off Date,
approximately
0.5% of the Group II Loans have been a maximum of 30 to
59 days
Delinquent in the payment of principal and interest
since their
origination.
As of the Cut-off
Date,
no Group II Loan is 60 or more days
Delinquent
in the payment of
principal
and
interest and no
Group
II Loan has been 60 days or more
Delinquent
in
payment
of
principal
and
interest
since
its
origination;
(ii)
The
information
set forth in Exhibit One-I and Exhibit
One-II 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,
in the case of Group I Loans, and 15 years, in the case of Group II
Loans;
(iv)
To the best of the Company's
knowledge,
except in the case of no more than 2.2% of the Group I Loans and
1.4% of the Group II Loans,
if a Mortgage Loan is secured by a Mortgaged
Property
with a
Loan-to-Value
Ratio at
origination
in excess of 80%, such Mortgage Loan is the subject of a Primary
Insurance
Policy
that insures that (a) at least 30% of the Stated
Principal
Balance of the Mortgage
Loan at
origination
if the
Loan-to-Value
Ratio is
between
95.00%
and
90.01%,
(b) at least
25% of such
balance
if the
Loan-to-Value
Ratio
is
between
90.00%
and
85.01%,
and
(c) at
least
12% of
such
balance
if the
Loan-to-Value
Ratio is between
85.00% and
80.01%.
To the best of the
Company's
knowledge,
each such
Primary
Insurance
Policy is in full
force and
effect
and the
Trustee
is
entitled
to the
benefits
thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.5% of the
Group I Loans by
aggregate
Cut-off
Date
Principal
Balance
are
secured
by
Mortgaged
Properties
located in any one zip code area in the State of
Arizona
and no more than 0.5% of
the Group I Loans by
aggregate
Cut-off
Date
Principal
Balance
are
secured by
Mortgaged
Properties
located in any one zip code area
outside
the State of
Arizona;
no more than 1.6% of the Group II Loans
by aggregate
Cut-off Date Principal
Balance are secured by Mortgaged
Properties
located in any one zip
code area in the State of Maryland and no more than 0.8% of the
Group II Loans by
aggregate
Cut-off Date
Principal Balance are secured by Mortgaged
Properties
located in any one zip code area outside the State
of Maryland;
(vii)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program Guide,
including
flood
insurance if required under the National Flood Insurance
Act of 1968, as amended.
The Mortgage
requires the Mortgagor to maintain such casualty
insurance at the
Mortgagor's
expense,
and on the Mortgagor's
failure to do so,
authorizes the holder of the Mortgage to
obtain and maintain such insurance at the
Mortgagor's
expense and to seek
reimbursement
therefore from
the Mortgagor;
(viii)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole
owner of,
each
Mortgage
Loan
free and
clear of any
pledge,
lien,
encumbrance
or
security interest (other than rights to servicing and related
compensation)
and such assignment
validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge,
lien,
encumbrance
or security interest;
(ix)
No more than 29.9% of the Group I Loans by aggregate
Cut-off
Date
Principal
Balance were
underwritten
under a
reduced
loan
documentation
program;
no more
than
24.2% of the
Group II Loans by
aggregate
Cut-off Date Principal Balance were underwritten under a reduced
loan documentation program;
(x)
Each Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that the
Mortgaged
Property
would be
owner-occupied
and therefore
would not be an investor
property as of the
date of origination of such Mortgage Loan.
No Mortgagor is a corporation or a partnership;
(xi)
None of the Group I Loans and none of the Group II Loans,
by aggregate
Cut-off Date
Principal
Balance,
is a Buydown 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);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
Except
with
respect
to 0.3% of the Group I Loans and 0.2% of the Group II Loans,
none of the
Mortgage
Loans are Cooperative Loans;
(xv)
Except
with
respect
to thirty of the Group I Loans
and
seventeen
of the Group II Loans,
none of the
Mortgage
Loans were
originated
under a
"streamlined"
Mortgage Loan program
(through
which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing
thereof),
the
related
Seller has
represented
that
either (a) the value of the related
Mortgaged
Property as of the
date the Mortgage Loan was originated
was not less than the appraised
value of such property at the time
of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value
Ratio of the Mortgage Loan as of
the date of origination of the Mortgage Loan generally meets the
Company's underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii)
None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon discovery by any of the Company,
the Master Servicer,
the Trustee,
or the Custodian of a breach of
any of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available
to the
Certificateholders
or the
Trustee
on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company
shall not be required to cure
breaches or purchase or
substitute
for Mortgage
Loans as
provided
in this
Section
2.03(b)
if the
substance
of the
breach of a
representation
set forth
above
also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04 of the Standard Terms)
Section 2.05
Execution and Authentication of Class R-I Certificates.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or any Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all other assets included in the Trust Fund,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefore,
the Trustee,
pursuant to the written
request of the Company
executed by an
officer of the
Company has
executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company (i) the Class R-I Certificates in authorized
denominations which together with the Uncertificated
REMIC I
Regular Interests,
evidence the beneficial
interest in REMIC I and (ii) the Class R-II Certificates in
authorized
denominations which together with the Uncertificated
REMIC II Regular Interests,
evidence the beneficial interest
in REMIC II..
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
The Company,
as of the Closing
Date,
and
concurrently
with the execution
and delivery
hereof,
does
hereby
assign
without
recourse
all the right,
title and
interest of the Company in and to the
Uncertificated
REMIC I Regular Interests and the
Uncertificated
REMIC II Regular Interests to the Trustee for the benefit of the
Holders of each Class of
Certificates
(other than the Class R-I
Certificates
and the Class R-II
Certificates).
The Trustee
acknowledges
receipt of the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II
Regular
Interests
and declares that it holds and will hold the same in trust for the
exclusive use and benefit of
all present and future Holders of each Class of Certificates
(other than the Class R-I
Certificates and the Class
R-II
Certificates).
The
rights
of the
Holders
of each
Class
of
Certificates
(other
than
the
Class
R-I
Certificates and the Class R-II
Certificates) to receive
distributions
from the proceeds of REMIC III in respect
of such Classes,
and all ownership
interests of the Holders of such Classes in such distributions
shall be as set
forth in this Agreement.
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC III.
The Trustee
acknowledges
the assignment to it of the
Uncertificated
REMIC I Regular
Interests and the
Uncertificated REMIC II Regular Interests and,
concurrently
therewith and in exchange therefore,
pursuant to the
written
request of the Company
executed by an officer of the
Company,
the Trustee has executed and caused to be
authenticated
and
delivered
to or upon the order of the
Company,
all Classes of
Certificates
(other than the
Class
R-I
Certificates
and the
Class
R-II
Certificates)
in
authorized
denominations,
which
evidence
the
beneficial interest in the entire REMIC III.
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master
Servicer and the Trustee
hereby
agree,
notwithstanding
any other
express or
implied
agreement
to
the
contrary,
that
any
and
all
Persons,
and
any
of
their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
and Sellers' Obligations.
(a)
The Master Servicer may continue in effect
Subservicing
Agreements
entered into by Residential
Funding
and
Subservicers
prior to the
execution
and
delivery of this
Agreement,
and may enter into new
Subservicing
Agreements with
Subservicers,
for the servicing and
administration
of all or some of the Mortgage
Loans.
Each
Subservicer
shall be either (i) an
institution
the
accounts
of which are
insured by the FDIC or (ii)
another
entity that
engages in the
business of
originating
or
servicing
mortgage
loans,
and in either case shall be
authorized to transact business in the state or states in which the
related
Mortgaged
Properties it is to service
are
situated,
if and to the
extent
required
by
applicable
law to
enable
the
Subservicer
to
perform
its
obligations hereunder and under the Subservicing
Agreement,
and in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage
servicer.
In addition,
any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved
servicer,
and any
Subservicer
of a
Mortgage
Loan
guaranteed
by the VA
must
be a
VA-approved
servicer.
Each
Subservicer
of a Mortgage
Loan shall be
entitled
to receive
and
retain,
as
provided in the
related
Subservicing
Agreement
and in Section
3.07,
the
related
Subservicing
Fee from
payments of interest
received
on such
Mortgage
Loan after
payment of all amounts
required to be remitted to the Master
Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced
Mortgage Loan, the Master
Servicer
shall be
entitled
to receive
and retain an amount
equal to the
Subservicing
Fee from
payments
of
interest.
Unless the context otherwise
requires,
references in this Agreement to actions taken or to be taken by the
Master
Servicer in servicing
the Mortgage
Loans include
actions taken or to be taken by a Subservicer
on behalf of the
Master
Servicer.
Each
Subservicing
Agreement will be upon such terms and
conditions as are generally
required
by,
permitted by or consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the
Master Servicer and the
Subservicer
have agreed;
provided that, the
Subservicing
Agreement
between the Master
Servicer and Wells Fargo,
if any, will be upon such terms and
conditions as are
consistent
with this
Agreement
and as the Master
Servicer and the
Subservicer
have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master
Servicer,
a Subservicer
may delegate its servicing
obligations
to
third-party
servicers,
but such
Subservicer
will remain
obligated
under the
related
Subservicing
Agreement.
The Master
Servicer and a Subservicer may enter into amendments
thereto or a different form of
Subservicing
Agreement,
and
the form referred to or included in the Program Guide is merely
provided for
information
and shall not be deemed
to limit in any respect
the
discretion
of the Master
Servicer
to modify or enter into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments
or different
forms shall be
consistent
with and not
violate the
provisions
of either this
Agreement
or the Program
Guide in a manner
which would
materially
and
adversely affect the interests of the
Certificateholders.
The Program Guide and any other Subservicing
Agreement
entered into between the Master
Servicer and any
Subservicer
shall require the
Subservicer
to
accurately
and
fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See
Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the
Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(See Section 3.07
of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans.
(See Section
3.09 of the Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the Standard Terms)
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See Section 3.11 of
the Standard Terms)
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the
Standard Terms)
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of the Standard Terms)
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard
Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard
Terms)
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard
Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer
on behalf of the
Trustee or (y) the Paying
Agent
appointed
by the
Trustee,
shall
distribute
(I) to
the Master
Servicer
or a
sub-servicer,
in the case of a
distribution
pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the
Master Servicer
or a sub-servicer
pursuant to Section
4.02(a)(iii)
below,
and (II) to each
Certificateholder
of record on the
next preceding Record Date (other than as provided in Section 9.01
respecting the final
distribution),
either (1)
in immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank
or other entity having
appropriate
facilities
therefore,
if such
Certificateholder
has so notified the Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder
has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such
Certificateholder
at the address of such
Holder
appearing in the
Certificate
Register,
such
Certificateholder's
share (which share (A) with respect to
each
Class of
Certificates
(other
than any
Subclass
of the
Class
A-V
Certificates),
shall be based on the
aggregate of the Percentage
Interests
represented by Certificates of the applicable
Class held by such Holder or
(B) with respect to any Subclass of the Class A-V
Certificates,
shall be equal to the amount (if any) distributed
pursuant
to Section
4.02(a)(i)
below to each
Holder of a Subclass
thereof) of the
following
amounts,
in the
following order of priority
(subject to the provisions of Section 4.02(b),
(c), (d) and (e) below),
in each case
to the extent of the related Available Distribution Amount
remaining:
(i)
(X)
from the Available
Distribution
Amount
related to the Loan Group I, to the holders of
the Group I Senior
Certificates
(other than the Class I-A-P
Certificates)
on a pro rata basis based on
the Accrued
Certificate
Interest payable on such Certificates
with respect to such
Distribution
Date,
Accrued Certificate
Interest on such Classes of Certificates (or Subclasses,
if any, with respect to the
Class I-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
(Y)
from the
Available
Distribution
Amount
related to the Loan Group II, to the
holders of the Group II Senior Certificates
(other than the Class II-A-P
Certificates) on a pro
rata basis based on the Accrued
Certificate
Interest payable on such
Certificates with respect
to such
Distribution
Date,
Accrued
Certificate
Interest on such Classes of Certificates
(or
Subclasses,
if any, with respect to the Class II-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);
(ii)
(X)
to the Class I-A-P Certificates from the Available
Distribution
Amount from Loan Group
I and to the Class II-A-P
Certificates
from the
Available
Distribution
Amount from Loan Group II, the
Class A-P
Principal
Distribution
Amount for the related
Loan Group,
until the
Certificate
Principal
Balance of the related Class A-P Certificates has been reduced to
zero; and
(Y)
to the Senior
Certificates
(other than the related Class A-P Certificates) of
each
Certificate
Group,
from the Available
Distribution
Amount for the related Loan Group in
the
priorities and amounts set forth in Sections
4.02(b)(ii)
through
4.02(e),
the sum of the
following (applied to reduce the Certificate
Principal Balances of such Senior Certificates,
as
applicable):
(A)
the related Senior Percentage for such
Distribution Date and Loan Group, as applicable,
times the sum of
the following:
(1)
the
principal
portion of each
Monthly
Payment due during the
related
Due Period on each
Outstanding
Mortgage
Loan in the
related
Loan
Group
(other
than
the
related
Discount
Fraction
of the
principal
portion
of
such
payment
with
respect
to a Discount
Mortgage
Loan,
if any,
in the
related
Loan
Group),
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, if any) which together with other
Bankruptcy
Losses on
the
Mortgage
Loans in the
related
Loan Group
exceeds
the
related
Bankruptcy Amount;
(2)
the Stated
Principal
Balance of any
Mortgage
Loan in the
related
Loan Group
repurchased
during the
preceding
calendar
month (or
deemed to have been so
repurchased
in
accordance
with
Section
3.07(b) of the Standard
Terms)
pursuant to
Sections
2.02,
2.03,
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 in the
related
Loan
Group
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, if
any); 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)
with
respect
to
the
related
Loan
Group,
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,
if any, in the related Loan Group);
(B)
with
respect
to each
Mortgage
Loan in the
related
Loan Group for which a Cash
Liquidation
or a REO
Disposition
occurred
during the
preceding
calendar
month (or was deemed to
have
occurred
during such period in
accordance
with Section
3.07(b) of the
Standard Terms) 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 related 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
related
Senior
Accelerated
Distribution
Percentage
for
such
Distribution
Date
times
the
related
unscheduled
collections
(including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and REO
Proceeds)
to the extent
applied by the Master
Servicer as
recoveries
of principal of the related
Mortgage Loan pursuant to
Section
3.14 of the
Standard
Terms (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 in this Series Supplement);
(C)
the related Senior Accelerated
Distribution
Percentage for such Distribution Date times the aggregate of
all
Principal
Prepayments
in Full with
respect
to the
related
Loan Group
received in the related
Prepayment Period and Curtailments with respect to the
related Loan Group
received in the
preceding
calendar
month (other than the
related
Discount
Fraction
of
such
Principal
Prepayments
in
Full
and
Curtailments,
with respect to each Discount
Mortgage Loan in the related Loan
Group);
(D)
any Excess Subordinate Principal Amount for such Distribution Date
with respect to such Loan Group;
(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 related Subordinate Certificates; minus
(F)
the
related
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,
if any, in the related Loan Group,
multiplied
by a fraction,
the numerator of which is the related
Senior
Principal
Distribution
Amount,
without
giving effect to this clause (F), and the
denominator of which is the
sum
of
the
principal
distribution
amounts
for
all
Classes
of
related
Certificates
other than the related Class A-P
Certificates,
payable from the
Available
Distribution Amount for the related Loan Group without giving
effect
to any reductions for the related Capitalization Reimbursement
Amount;
(iii)
if the Certificate
Principal Balances of the Subordinate
Certificates
relating to a Loan Group 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 related
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 with respect to that Loan Group;
(iv)
to the Holders of the Class I-M-1
Certificates
or the Class
II-M-1
Certificates,
as
applicable,
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
I-M-1
Certificates
or the Class
II-M-1
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for such Class of Certificates
for the related Loan Group for such
Distribution
Date,
minus (y) the amount of any Class A-P Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available pursuant to clause (x)
of Sections
4.02(a)(vii),
(ix),
(xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are
insufficient
therefore,
applied in
reduction
of the
Certificate
Principal
Balance of the Class
I-M-1
Certificates
or the Class
II-M-1
Certificates, as applicable;
(vi)
to the Holders of the Class I-M-2
Certificates
or the Class
II-M-2
Certificates,
as
applicable,
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
I-M-2
Certificates
or the Class
II-M-2
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for such Class of Certificates
for the related Loan Group for such
Distribution
Date,
minus (y) the amount of any Class A-P Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(ix),
(xi), (xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction
of the Certificate
Principal
Balance of the Class I-M-2
Certificates or the Class II-M-2
Certificates,
as applicable;
(viii)
to the Holders of the Class I-M-3
Certificates
or the Class
II-M-3
Certificates,
as
applicable,
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
I-M-3
Certificates
or the Class
II-M-3
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for such Class of Certificates
for the related
Loan Group for such
Distribution
Date minus (y) the amount of any Class A-P
Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xi),
(xiii), (xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction of the
Certificate
Principal
Balance of the Class
I-M-3
Certificates
or the Class
II-M-3
Certificates,
as
applicable;
(x)
to the Holders of the Class I-B-1
Certificates
or the Class
II-B-1
Certificates,
as
applicable,
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
I-B-1
Certificates
or the Class
II-B-1
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for such Class of Certificates
for the related
Loan Group for such
Distribution
Date minus (y) the amount of any Class A-P
Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
to
the
extent
the
amounts
available
pursuant
to
clause
(x)
of
Sections
4.02(a)(xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefore,
applied in reduction
of the Certificate
Principal
Balance of the Class I-B-1
Certificates or the Class II-B-1
Certificates,
as applicable;
(xii)
to the Holders of the Class I-B-2
Certificates
or the Class
II-B-2
Certificates,
as
applicable,
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
I-B-2
Certificates
or the Class
II-B-2
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for such Class of Certificates
for the related
Loan Group for such
Distribution
Date minus (y) the amount of any Class A-P
Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts available
pursuant to clause (x) of Sections
4.02(a)(xiv)
and (xv) of this Series
Supplement are
insufficient
therefore,
applied in reduction of the Certificate
Principal Balance of the Class I-B-2 Certificates or the Class
II-B-2 Certificates, as applicable;
(xiv)
to the Holders of the Class
I-B-3
Certificates
or the Class
II-B-3
Certificates,
as
applicable,
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 the related Loan Group
for such
Distribution
Date or remaining
unpaid for all previous
Distribution
Dates, to the extent the
amounts
available
pursuant
to
clause
(x)
of
Section
4.02(a)(xv)
of
this
Series
Supplement
are
insufficient therefore;
(xv)
to the Holders of the Class
I-B-3
Certificates
or the Class
II-B-3
Certificates,
as
applicable,
an
amount equal to (x) the related Subordinate
Principal
Distribution Amount for the related Loan Group for
such Class of
Certificates
for such
Distribution
Date minus (y) the amount of any Class A-P Collection
Shortfalls
for the related Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
applied
in
reduction
of the
Certificate
Principal
Balance
of the Class
I-B-3
Certificates or the Class II-B-3 Certificates, as applicable;
(xvi)
to the Senior
Certificates
in a Certificate
Group, in the priority set forth in Section 4.02(b) and (c)
of this Series
Supplement,
the portion,
if any, of the Available
Distribution
Amounts for the related
Loan Group
remaining
after the
foregoing
distributions,
applied to reduce the
Certificate
Principal
Balances
of such
Senior
Certificates,
but in no event
more
than
the
aggregate
of the
outstanding
Certificate
Principal Balances of each such Class of Senior Certificates,
and thereafter,
to each Class
of
related
Subordinate
Certificates
then
outstanding
beginning
with
such
Class
with the
Highest
Priority,
any portion of the related
Available
Distribution
Amount
remaining after the related Senior
Certificates
have been retired,
applied to reduce the Certificate
Principal
Balance of each such Class
of related
Subordinate
Certificates,
but in no event more than the
outstanding
Certificate
Principal
Balance of each such Class of Subordinate Certificates; and
(xvii)
to the Class R-I
Certificates
and Class R-III
Certificates,
the
balances,
if any,
of the
Available
Distribution Amounts for Loan Group I and Loan Group II,
respectively.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates in a Certificate
Group
outstanding on such
Distribution
Date with the Lowest
Priority,
or in the
event
the
Subordinate
Certificates
in a
Certificate
Group
are no
longer
outstanding,
the
related
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 related
Certificates
results
from an
interest
rate
reduction
in
connection
with a
Servicing
Modification
on a Mortgage
Loan in the related
Loan Group,
or (2) such
unpaid
Accrued
Certificate
Interest was
attributable
to interest
shortfalls
on a Mortgage
Loan in the related Loan Group
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)
On each
Distribution
Date occurring
prior to the Credit
Support
Depletion Date for the Group I Senior
Certificates,
the Senior
Principal
Distribution
Amount for Loan Group I shall be
distributed
concurrently
as
follows:
(i)
first,
to the Class R-I and Class R-III
Certificates,
pro rata,
in
accordance
with their
respective
Certificate
Principal
Balances
thereof,
until the
Certificate
Principal
Balances
thereof have been
reduced to zero;
(ii)
second,
the balance of the Senior Principal
Distribution
Amount remaining after the
distributions,
if
any, described in Section 4.02(b)(i) will be distributed
concurrently as follows:
(A)
79.9999734207%
of the amount
described in Section
4.02(b)(ii)
will be
distributed
to the Class I-A-1
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and
(B)
20.0000265793%
of the amount
described
in Section
4.02(b)(ii)
will be
distributed
in the
following
manner and priority:
(1)
first, to the Class I-A-7
Certificates,
an amount up to the Lockout Amount for that
Distribution
Date,
until the Certificate Principal Balance thereof has been reduced to
zero;
(2)
second,
to the Class
I-A-2,
Class
I-A-3,
Class
I-A-4,
Class
I-A-5 and
Class
I-A-6
Certificates,
sequentially,
in that order,
until the
Certificate
Principal
Balances
thereof have
been reduced to zero; and
(3)
third, to the Class I-A-7
Certificates,
without regard to the Lockout Amount for that Distribution Date,
until the Certificate Principal Balance thereof has been reduced to
zero; and
(c)
On each
Distribution
Date occurring
prior to the Credit Support
Depletion Date for the Group II Senior
Certificates, the Senior Principal Distribution Amount for Loan
Group II shall be distributed as follows:
(i)
first, to the Class R-II
Certificates,
until the Certificate
Principal Balance thereof has been reduced
to zero; and
(ii)
second,
to the Class
II-A-1
Certificates,
until the
Certificate
Principal
Balance
thereof has been
reduced to zero.
(d)
On or after the
occurrence of the related
Credit
Support
Depletion Date for Loan Group I or Loan Group
II, as
applicable,
all
priorities
relating to
distributions
as described
in Section
4.02(b) and (c) of this
Series
Supplement in respect of principal among the Senior
Certificates in the related
Certificate
Group (other
than the related Class A-P
Certificates)
will be disregarded,
and (i) an amount equal to the Class A-P Principal
Distribution
Amount
for the
related
Loan
Group
shall be
distributed
to the Class A-P
Certificates
in that
Certificate
Group,
and (ii)
the
Senior
Principal
Distribution
Amount
for the
related
Loan
Group
will be
distributed to the remaining
Senior
Certificates in the related
Certificate
Group (other than the related Class
A-P
Certificates)
pro rata in accordance with their respective
outstanding
Certificate
Principal
Balances and
(iii)
the
amount
set forth in
Section
4.02(a)(i)
herein
with
respect
to the
related
Loan
Group
will be
distributed as set forth therein.
(e)
After the
reduction of the
Certificate
Principal
Balances of all Classes of Senior
Certificates
of a
Certificate
Group (other than the related Class A-P
Certificates) to zero but prior to the related Credit Support
Depletion Date, such Senior
Certificates
(other than the related Class A-P
Certificates)
will be entitled to no
further
distributions of principal thereon and the applicable
Available
Distribution
Amount will be distributed
solely to the holders of the related Class A-P Certificates,
the related Class A-V
Certificates,
and the related
Subordinate Certificates, in each case as described herein.
(f)
In
addition
to the
foregoing
distributions,
with
respect to any
Subsequent
Recoveries,
the Master
Servicer shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii).
If, after taking
into account such
Subsequent
Recoveries,
the amount of a Realized
Loss with respect to a Loan Group is reduced,
the amount of such
Subsequent
Recoveries
will be applied to increase the
Certificate
Principal
Balance of the
Class of related
Subordinate
Certificates
with the
Highest
Priority
to which
Realized
Losses from that Loan
Group,
other than any related
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 from the related Loan Group will be applied to increase
the Certificate
Principal
Balance of the Class
of
related
Certificates
with the next
Lower
Priority,
up to the
amount of such
Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. Any remaining
Subsequent
Recoveries
from the
related Loan Group will in turn be applied to increase the
Certificate
Principal
Balance of the Class of related
Certificates
with the next Lower Priority up to the amount of such Realized
Losses
previously
allocated to that
Class of
Certificates
pursuant to Section 4.05, and so on. Holders of such
Certificates
will not be entitled to
any payment in respect of Accrued
Certificate
Interest on the amount of such
increases for any Interest
Accrual
Period
preceding the Distribution
Date on which such increase occurs.
Any such increases shall be applied to the
Certificate
Principal
Balance of each
Certificate
of such Class in accordance
with its
respective
Percentage
Interest.
(g)
Each
distribution
with respect to a Book-Entry
Certificate
shall be paid to the Depository,
as Holder
thereof,
and the
Depository
shall be solely
responsible
for crediting the amount of such
distribution
to the
accounts of its Depository
Participants in accordance
with its normal
procedures.
Each
Depository
Participant
shall be responsible
for disbursing such
distribution
to the
Certificate
Owners that it represents and to each
indirect
participating
brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as
agent.
Each
brokerage
firm
shall
be
responsible
for
disbursing
funds
to the
Certificate
Owners
that it
represents.
None of the Trustee,
the
Certificate
Registrar,
the Company or the Master
Servicer shall have any
responsibility therefore except as otherwise provided by this
Series Supplement or applicable law.
(h)
Except
as
otherwise
provided
in
Section
9.01,
if the
Master
Servicer
anticipates
that
a
final
distribution
with respect to any Class of
Certificates
will be made on a future
Distribution
Date,
the Master
Servicer shall, no later than 40 days prior to such final
distribution,
notify the Trustee and the Trustee shall,
not earlier than the 15th day and not later than the 25th day of
the month next
preceding
the month of such final
distribution,
distribute,
or cause to be distributed to each Holder of such Class of
Certificates a notice to the
effect that: (i) the Trustee
anticipates
that the final
distribution
with respect to such Class of Certificates
will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such
Certificates
from and after the end of the related Interest
Accrual Period.
In the event that
Certificateholders
required to
surrender
their
Certificates
pursuant
to
Section
9.01(c)
do
not
surrender
their
Certificates
for
final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from
the
Certificate
Account and credited to a separate escrow account for the benefit
of such
Certificateholders
as
provided in Section 9.01(d).
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(See
Section 4.03 of the Standard Terms) and Exhibit Three hereto)
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer.
(See
Section 4.04 of the Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes
a reduction of the interest rate on a Mortgage Loan in the related
loan
group,
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,
on
Mortgage
Loans in a Loan
Group,
other than
Excess
Special
Hazard
Losses,
Extraordinary
Losses,
Excess
Bankruptcy Losses or Excess Fraud Losses,
shall be allocated to the Certificates in the related
Certificate Group
as follows:
first, to the Class I-B-3
Certificates
or the Class II-B-3
Certificates,
as applicable,
until the
Certificate
Principal
Balance thereof has been reduced to zero;
second,
to the Class I-B-2
Certificates or the
Class II-B-2
Certificates,
as applicable,
until the
Certificate
Principal
Balance thereof has been reduced to
zero;
third,
to the
Class
I-B-1
Certificates
or the
Class
II-B-1
Certificates,
as
applicable,
until the
Certificate
Principal
Balance thereof has been reduced to zero;
fourth,
to the Class I-M-3
Certificates or the
Class II-M-3
Certificates,
as applicable,
until the
Certificate
Principal
Balance thereof has been reduced to
zero;
fifth,
to the
Class
I-M-2
Certificates
or the
Class
II-M-2
Certificates,
as
applicable,
until the
Certificate
Principal
Balance
thereof has been reduced to zero;
sixth,
to the Class I-M-1
Certificates or the
Class II-M-1
Certificates,
as applicable,
until the
Certificate
Principal
Balance thereof has been reduced to
zero;
and,
thereafter,
if any such
Realized
Losses are on a Discount
Mortgage
Loan, to the related Class A-P
Certificates
in an amount
equal to the related
Discount
Fraction of the
principal
portion
thereof
until the
Certificate
Principal
Balance of such Class A-P
Certificates has been reduced to zero, and the remainder of such
Realized
Losses on the Discount
Mortgage
Loans in the related Loan Group and the entire
amount of such Realized
Losses on
Non-Discount
Mortgage
Loans in the
related
Loan
Group will be
allocated
among (i) all the Group I
Senior
Certificates
other than the Class
I-A-P
Certificates
and, in the case of the
interest
portion of such
Realized
Loss,
the Class
I-A-V
Certificates
(in the case of a
Realized
Loss on a Group I Loan) on a pro rata
basis or (ii) among all of the Group II Senior
Certificates
other than the Class II-A-P
Certificates and, in the
case of the interest
portion of such Realized Loss,
Class II-A-V
Certificates (in the case of a Realized Loss on
a Group II Loan) on a pro rata basis, as described below.
The principal portion of any Excess Special Hazard Losses,
Excess Bankruptcy Losses,
Excess Fraud Losses
and
Extraordinary
Losses on Discount Mortgage Loans will be allocated to the related
Class A-P Certificates in an
amount equal to the related
Discount
Fraction
thereof.
The Class I-A
Percentage or Class II-A
Percentage
(as
applicable) of the remainder of the principal
portion of such losses on Discount
Mortgage Loans and the Class I-A
Percentage or Class II-A
Percentage (as
applicable) of the entire amount of the principal
portion of such losses
on
Non-Discount
Mortgage
Loans will be
allocated to (i) the Group I Senior
Certificates
(other than the Class
I-A-P
Certificates
and the Class I-A-V
Certificates),
on a pro rata basis (in the case of a Realized
Loss on a
Group I Loan), and (ii) the Group II Senior
Certificates
(other than the Class II-A-P
Certificates and the Class
II-A-V
Certificates),
on a pro rata basis (in the case of a Realized
Loss on a Group II Loan).
The remainder of
the principal portion of such losses on D
