RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2007-KS2
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS............................................................................................7
Section 1.01. Definitions.......................................................................7
Section 1.02. Determination of LIBOR...........................................................69
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES......................................70
Section 2.01. Conveyance of Mortgage Loans.....................................................70
Section 2.02. Acceptance by Trustee............................................................73
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor........................................................................74
Section 2.04. Representations and Warranties of Sellers........................................76
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests...........................................78
Section 2.06. Purposes and Powers of the Trust.................................................78
Section 2.07. Agreement Regarding Ability to Disclose..........................................79
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS......................................................79
Section 3.01. Master Servicer to Act as Servicer...............................................79
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.........................................81
Section 3.03. Successor Subservicers...........................................................82
Section 3.04. Liability of the Master Servicer.................................................83
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................83
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................83
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................83
Section 3.08. Subservicing Accounts; Servicing Accounts........................................86
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................87
Section 3.10. Permitted Withdrawals from the Custodial Account.................................88
Section 3.11. Maintenance of Primary Insurance Coverage........................................89
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................90
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................................91
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................93
Section 3.15. Trustee to Cooperate; Release of Custodial Files.................................95
Section 3.16. Servicing and Other Compensation; Compensating Interest..........................96
Section 3.17. Reports to the Trustee and the Depositor.........................................97
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.......................97
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................98
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........................98
Section 3.21. [Reserved].......................................................................98
Section 3.22. Advance Facility.................................................................98
Section 3.23. Special Servicing...............................................................101
Section 3.24. Credit Risk Manager.............................................................103
Section 3.25. Limitation Upon Liability of the Credit Risk Manager............................103
Section 3.26. Removal of the Credit Risk Manager..............................................103
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS......................................................................103
Section 4.01. Certificate Account.............................................................103
Section 4.02. Distributions...................................................................104
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting...................................................................108
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer.................................................................112
Section 4.05. Allocation of Realized Losses...................................................113
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...................115
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................................115
Section 4.08. [Reserved]......................................................................116
Section 4.09. [Reserved]......................................................................116
Section 4.10. Supplemental Interest Trust; Swap Agreement.....................................116
Section 4.11. Posted Collateral Account.......................................................118
ARTICLE V THE CERTIFICATES.....................................................................................118
Section 5.01. The Certificates................................................................118
Section 5.02. Registration of Transfer and Exchange of Certificates...........................120
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................125
Section 5.04. Persons Deemed Owners...........................................................125
Section 5.05. Appointment of Paying Agent.....................................................125
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER...............................................................126
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.................126
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer................126
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others........127
Section 6.04. Depositor and Master Servicer Not to Resign.....................................127
ARTICLE VII DEFAULT............................................................................................128
Section 7.01. Events of Default...............................................................128
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........................129
Section 7.03. Notification to Certificateholders..............................................130
Section 7.04. Waiver of Events of Default.....................................................131
ARTICLE VIII CONCERNING THE TRUSTEE............................................................................131
Section 8.01. Duties of Trustee...............................................................131
Section 8.02. Certain Matters Affecting the Trustee...........................................133
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........................134
Section 8.04. Trustee May Own Certificates....................................................134
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.............134
Section 8.06. Eligibility Requirements for Trustee............................................135
Section 8.07. Resignation and Removal of the Trustee..........................................135
Section 8.08. Successor Trustee...............................................................136
Section 8.09. Merger or Consolidation of Trustee..............................................137
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................................137
Section 8.11. Appointment of the Custodian....................................................138
Section 8.12. Appointment of Office or Agency.................................................138
Section 8.13. DTC Letter of Representations...................................................138
Section 8.14. Swap Agreements.................................................................138
ARTICLE IX TERMINATION.........................................................................................139
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans..................139
Section 9.02. Additional Termination Requirements.............................................143
ARTICLE X REMIC PROVISIONS.....................................................................................143
Section 10.01. REMIC Administration............................................................143
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification................147
ARTICLE XI MISCELLANEOUS PROVISIONS............................................................................147
Section 11.01. Amendment.......................................................................147
Section 11.02. Recordation of Agreement; Counterparts..........................................150
Section 11.03. Limitation on Rights of Certificateholders......................................150
Section 11.04. Governing Law...................................................................150
Section 11.05. Notices.........................................................................151
Section 11.06. Notices to Rating Agencies......................................................151
Section 11.07. Severability of Provisions......................................................152
Section 11.08. Supplemental Provisions for Resecuritization....................................152
Section 11.09. Third-Party Beneficiary.........................................................153
Section 11.10. Tax Treatment...................................................................153
ARTICLE XII COMPLIANCE WITH REGULATION AB......................................................................153
Section 12.01. Intent of Parties; Reasonableness...............................................153
Section 12.02. Additional Representations and Warranties of the Trustee........................153
Section 12.03. Information to be Provided by the Trustee.......................................154
Section 12.04. Report on Assessment of Compliance and Attestation..............................154
Section 12.05. Indemnification; Remedies.......................................................155
Exhibit A Form of Class A Certificate...................................................................A-1
Exhibit B Form of Class M Certificate...................................................................B-1
Exhibit C Form of Class SB Certificate..................................................................C-1
Exhibit D Form of Class R Certificate...................................................................D-1
Exhibit E Form of Custodial Agreement...................................................................E-1
Exhibit F-1 Group I Loan Schedule.......................................................................F-1-1
Exhibit F-2 Group II Loan Schedule......................................................................F-2-1
Exhibit G Form of Request for Release...................................................................G-1
Exhibit H-1 Form of Transfer Affidavit and Agreement....................................................H-1-1
Exhibit H-2 Form of Transferor Certificate..............................................................H-2-1
Exhibit I Form of Investor Representation Letter........................................................I-1
Exhibit J Form of Transferor Representation Letter......................................................J-1
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for
a Limited Guaranty............................................................................K-1
Exhibit L Form of Limited Guaranty......................................................................L-1
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan..................................M-1
Exhibit N-1 Form of Rule 144A Investment Representation Letter............................................N-1
Exhibit N-2 Form of Regulation S Transferee Certificate...................................................N-2
Exhibit O Swap Agreement................................................................................O-1
Exhibit P Form of ERISA Letter..........................................................................P-1
Exhibit Q SB-AM Swap Agreement..........................................................................Q-1
Exhibit R Assignment Agreement..........................................................................R-1
Exhibit S Servicing Criteria............................................................................S-1
Exhibit T-1 Form of 10-K Certification..................................................................T-1-1
Exhibit T-2 Form of Back-Up Certification...............................................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating Agencies Relating to
Reportable Modified Mortgage Loans............................................................U-1
Exhibit V Form of Certificate to be Given by Certificate Owner........................................V-1
Exhibit W Form of Certificate to be Given by Euroclear or Cedel.......................................W-1
This Pooling and Servicing Agreement, effective as of February 1, 2007, among RESIDENTIAL ASSET
SECURITIES CORPORATION, as the depositor (together with its permitted successors and assigns, the "Depositor"),
RESIDENTIAL FUNDING COMPANY, LLC, as master servicer (together with its permitted successors and assigns, the
"Master Servicer"), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the
United States, as trustee and supplemental interest trust trustee (together with its permitted successors and
assigns, the "Trustee" and the "Supplemental Interest Trust Trustee," respectively).
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in seventeen Classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust
Account, the Swap Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass-Through
Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I
Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of
the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE
I-1-A Variable(1) $5,978,000.00
I-2-A Variable(1) $7,686,000.00
I-3-A Variable(1) $9,392,000.00
I-4-A Variable(1) $11,078,500.00
I-5-A Variable(1) $12,731,000.00
I-6-A Variable(1) $8,828,500.00
I-7-A Variable(1) $15,817,000.00
I-8-A Variable(1) $17,128,000.00
I-9-A Variable(1) $18,008,500.00
I-10-A Variable(1) $17,634,000.00
I-11-A Variable(1) $16,823,500.00
I-12-A Variable(1) $16,046,500.00
I-13-A Variable(1) $15,306,500.00
I-14-A Variable(1) $14,600,000.00
I-15-A Variable(1) $13,928,000.00
I-16-A Variable(1) $13,286,000.00
I-17-A Variable(1) $12,675,000.00
I-18-A Variable(1) $12,105,000.00
I-19-A Variable(1) $11,791,000.00
I-20-A Variable(1) $18,918,500.00
I-21-A Variable(1) $106,850,500.00
I-22-A Variable(1) $31,524,500.00
I-23-A Variable(1) $5,203,000.00
I-24-A Variable(1) $4,437,000.00
I-25-A Variable(1) $3,728,500.00
I-26-A Variable(1) $3,023,000.00
I-27-A Variable(1) $2,889,500.00
I-28-A Variable(1) $2,762,000.00
I-29-A Variable(1) $2,641,000.00
I-30-A Variable(1) $1,959,000.00
I-31-A Variable(1) $6,965,500.00
I-32-A Variable(1) $1,111,500.00
I-33-A Variable(1) $1,077,500.00
I-34-A Variable(1) $1,044,000.00
I-35-A Variable(1) $1,011,500.00
I-36-A Variable(1) $980,000.00
I-37-A Variable(1) $949,500.00
I-38-A Variable(1) $919,500.00
I-39-A Variable(1) $890,000.00
I-40-A Variable(1) $862,500.00
I-41-A Variable(1) $835,000.00
I-42-A Variable(1) $808,000.00
I-43-A Variable(1) $782,500.00
I-44-A Variable(1) $757,500.00
I-45-A Variable(1) $21,726,000.00
I-1-B Variable(1) $5,978,000.00
I-2-B Variable(1) $7,686,000.00
I-3-B Variable(1) $9,392,000.00
I-4-B Variable(1) $11,078,500.00
I-5-B Variable(1) $12,731,000.00
I-6-B Variable(1) $8,828,500.00
I-7-B Variable(1) $15,817,000.00
I-8-B Variable(1) $17,128,000.00
I-9-B Variable(1) $18,008,500.00
I-10-B Variable(1) $17,634,000.00
I-11-B Variable(1) $16,823,500.00
I-12-B Variable(1) $16,046,500.00
I-13-B Variable(1) $15,306,500.00
I-14-B Variable(1) $14,600,000.00
I-15-B Variable(1) $13,928,000.00
I-16-B Variable(1) $13,286,000.00
I-17-B Variable(1) $12,675,000.00
I-18-B Variable(1) $12,105,000.00
I-19-B Variable(1) $11,791,000.00
I-20-B Variable(1) $18,918,500.00
I-21-B Variable(1) $106,850,500.00
I-22-B Variable(1) $31,524,500.00
I-23-B Variable(1) $5,203,000.00
I-24-B Variable(1) $4,437,000.00
I-25-B Variable(1) $3,728,500.00
I-26-B Variable(1) $3,023,000.00
I-27-B Variable(1) $2,889,500.00
I-28-B Variable(1) $2,762,000.00
I-29-B Variable(1) $2,641,000.00
I-30-B Variable(1) $1,959,000.00
I-31-B Variable(1) $6,965,500.00
I-32-B Variable(1) $1,111,500.00
I-33-B Variable(1) $1,077,500.00
I-34-B Variable(1) $1,044,000.00
I-35-B Variable(1) $1,011,500.00
I-36-B Variable(1) $980,000.00
I-37-B Variable(1) $949,500.00
I-38-B Variable(1) $919,500.00
I-39-B Variable(1) $890,000.00
I-40-B Variable(1) $862,500.00
I-41-B Variable(1) $835,000.00
I-42-B Variable(1) $808,000.00
I-43-B Variable(1) $782,500.00
I-44-B Variable(1) $757,500.00
I-45-B Variable(1) $21,726,000.00
I Variable(1) $78,255.439
II Variable(1) $21,744.565
A-I Variable(1) $48,900,043.746
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC II Regular Interest shall be the
Maturity Date. None of the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC II INITIAL UNCERTIFICATED PRINCIPAL
DESIGNATION PASS-THROUGH RATE BALANCE
Y-1 Variable(1) $391,277.20
Y-2 Variable(1) $108,693.78
Z-1 Variable(1) $782,163,114.66
Z-2 Variable(1) $217,336,958.11
LT-IO Variable(1) (2)
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
(2) REMIC II Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue interest
on its uncertificated notional amount calculated in accordance with the definition of "Uncertificated
Notional Amount" herein.
REMIC III
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC III." Component III of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC III for purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall
be the Maturity Date. None of the REMIC III Regular Interests will be certificated.
UNCERTIFICATED REMIC III INITIAL UNCERTIFICATED PRINCIPAL
DESIGNATION PASS-THROUGH RATE BALANCE
LT1 Variable(1) $782,033,905.96
LT2 Variable(1) $27,302.17
LT3 0.00% $50,953.26
LT4 Variable(1) $50,953.26
LT5 Variable(1) $217,301,115.84
LT6 Variable(1) $7,646.86
LT7 0.00% $14,097.71
LT8 Variable(1) $14,097.71
LT-Y1 Variable(1) $391,277.20
LT-Y2 Variable(1) $108,693.78
LT-IO Variable(1) (2)
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate.
(2) REMIC III Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue interest
on its uncertificated notional amount calculated in accordance with the definition of "Uncertificated
Notional Amount" herein.
REMIC IV
As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting
of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as REMIC IV. Component IV of the Class R Certificates will represent the sole Class of
"residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, month of Final Scheduled Distribution Date and initial ratings for each Class of Certificates
comprising the interests representing "regular interests" in REMIC IV. The "latest possible maturity date"
(determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each of REMIC
IV Regular Interest shall be the Maturity Date.
MONTH OF
FINAL
AGGREGATE INITIAL SCHEDULED
PASS-THROUGH CERTIFICATE DISTRIBUTION
DESIGNATION TYPE RATE PRINCIPAL BALANCE FEATURES DATE
S&P Xxxxx'x Fitch
Class A-I-1 Regular(1) Adjustable(2)(3) $ 316,000,000.00 Senior/Adjustable October 2030 AAA Aaa AAA
Rate
Class A-I-2 Regular(1) Adjustable(2)(3) $ 104,100,000.00 Senior/Adjustable January 2034 AAA Aaa AAA
Rate
Class A-I-3 Regular(1) Adjustable(2)(3) $ 106,300,000.00 Senior/Adjustable November 2036 AAA Aaa AAA
Rate
Class A-I-4 Regular(1) Adjustable(2)(3) $ 65,200,000.00 Senior/Adjustable February 2037 AAA Aaa AAA
Rate
Class A-II Regular(1) Adjustable(2)(3) $ 164,400,000.00 Senior/Adjustable February 2037 AAA Aaa AAA
Rate
Class M-1 Regular(1) Adjustable(2)(3) $ 42,000,000.00 Mezzanine/Adjustable February 2037 AA+ Aa1 AA+
Rate
Class M-2 Regular(1) Adjustable(2)(3) $ 43,000,000.00 Mezzanine/Adjustable February 2037 AA Aa2 AA
Rate
Class M-3 Regular(1) Adjustable(2)(3) $ 20,000,000.00 Mezzanine/Adjustable February 0000 XX- Xx0 XX
Rate
Class M-4 Regular(1) Adjustable(2)(3) $ 18,000,000.00 Mezzanine/Adjustable February 2037 A+ A1 AA-
Rate
Class M-5 Regular(1) Adjustable(2)(3) $ 17,500,000.00 Mezzanine/Adjustable February 2037 A A2 A+
Rate
Class M-6 Regular(1) Adjustable(2)(3) $ 15,500,000.00 Mezzanine/Adjustable February 2037 A- A3 A
Rate
Class M-7 Regular(1) Adjustable(2)(3) $ 15,000,000.00 Mezzanine/Adjustable February 2037 BBB+ Baa1 A-
Rate
Class M-8 Regular(1) Adjustable(2)(3) $ 13,000,000.00 Mezzanine/Adjustable February 2037 BBB Baa2 BBB+
Rate
Class M-9 Regular(1) Adjustable(2)(3) $ 10,500,000.00 Mezzanine/Adjustable February 2037 BBB- Baa3 BBB
Rate
Class M-10 Regular(1) Adjustable(2)(3) $ 11,000,000.00 Mezzanine/Adjustable February 2037 BB+ Ba1 BBB-
Rate
Class SB Regular (4) $ 38,500,043.75 Subordinate N/A N/R N/R
(4)
IO Regular (6) (7) Interest Only N/R N/R
(5)
___________________
(1) This Class of Certificates represents ownership of a REMIC IV Regular Interest together with (i) certain
rights to payments to be made from amounts received under the Swap Agreement which will be deemed made for
federal income tax purposes outside of REMIC IV by the holder of the Class SB Certificates as the owner of
the Swap Agreement and (ii) the obligation to pay the Class IO Distribution Amount. Any amount distributed
on this Class of Certificates on any Distribution Date in excess of the amount distributable on the related
REMIC IV Regular Interest on such Distribution Date shall be treated for federal income tax purposes as
having been paid from the Supplemental Interest Trust Account and any amount distributable on such REMIC IV
Regular Interest on such Distribution Date in excess of the amount distributable on such Class of
Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest
Trust Account, all pursuant to and as further provided in Section 4.10 hereof.
(2) The REMIC IV Regular Interests ownership of which is represented by the Class A Certificates and the Class M
Certificates, will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each
subject to a payment cap as described in the definition of "Pass-Through Rate" and the provisions for the
payment of Basis Risk Shortfalls herein, which payments will not be part of the entitlement of the REMIC IV
Regular Interests related to such Certificates.
(3) The Class A Certificates and Class M Certificates will also entitle their holders to certain payments from
the Holder of the Class SB Certificates from amounts to which the related REMIC IV Regular Interest is
entitled and from amounts received under the Swap Agreement, which will not be a part of their ownership of
the REMIC IV Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate
Interest. The Class SB Certificates will not accrue interest on their Certificate Principal Balance. The
Class SB Certificates will be comprised of two REMIC IV Regular Interests, a principal only Regular Interest
designated SB-PO and an interest only Regular Interest designated SB-IO, which will be entitled to
distributions as set forth herein. The rights of the Holder of the Class SB Certificates to payments from
the Swap Agreement shall be outside and apart from its rights under the REMIC IV Regular Interests SB-IO and
SB-PO.
(5) REMIC IV Regular Interest IO will be held as an asset of the Supplemental Interest Trust Account established
by the Trustee and will be treated for federal income tax purposes as owned by the holder of the Class SB
Certificates.
(6) For federal income tax purposes, REMIC IV Regular Interest IO will not have a Pass-Through Rate, but will be
entitled to 100% of the amounts distributed on REMIC III Regular Interest LT-IO.
(7) For federal income tax purposes, REMIC IV Regular Interest IO will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC III Regular
Interest LT-IO.
In consideration of the mutual agreements herein contained, the Depositor, 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 and each Class of Class A
Certificates and Class M Certificates, an amount equal to the interest accrued during the related Interest
Accrual Period on the Certificate Principal Balance thereof immediately prior to such Distribution Date at the
related Pass-Through Rate for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount
of Prepayment Interest Shortfalls on the related Mortgage Loans during the prior calendar month to the extent not
covered by Compensating Interest pursuant to Section 3.16, and by Relief Act Shortfalls on the related Mortgage
Loans during the related Due Period. The portion of any Prepayment Interest Shortfalls or Relief Act Shortfalls
allocated to the Class A Certificates will be based upon the related Senior Percentage of all such reductions
with respect to the related Mortgage Loans, such reductions will be allocated among the related Class A
Certificates, pro rata, on the basis of Accrued Certificate Interest payable on such Distribution Date absent
such reductions, with the remainder of such reductions allocated among the Holders of all Classes of Class M
Certificates, pro rata, on the basis of Accrued Certificate Interest payable on such Distribution Date absent
such reductions.
Accrued Certificate Interest for any Distribution Date shall further be reduced by the interest portion
of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day year and the actual number of days
in the related Interest Accrual Period.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the related Pass-Through Rate on the Uncertificated Notional Amount as
specified in the definition of Pass-Through Rate, immediately prior to such Distribution Date, reduced by any
interest shortfalls with respect to the Mortgage Loans, including Prepayment Interest Shortfalls to the extent
not covered by Compensating Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to
Section 4.02(c)(v) and (vi). Accrued Certificate Interest on the Class SB Certificates shall accrue on the basis
of a 360-day year and the actual number of days in the related Interest Accrual Period.
Adjusted Available Distribution Amount: With respect to any Distribution Date, the Available
Distribution Amount increased by the excess, if any, of the Net Swap Payment owed to the Swap Counterparty over
the amount distributable on such Distribution Date in respect of REMIC IV Regular Interest IO.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.
Adjusted Strip Rate: With respect to any Distribution Date, a per annum rate equal to the excess, if
any, of the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest A-I over the weighted average
of (v) with respect to REMIC I Regular Interests ending with the designation "B," the weighted average of the
Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interests for each such Distribution Date, (w) with
respect to REMIC I Regular Interest A-I, the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest, (x) with respect to REMIC I Regular Interest I, the Uncertificated REMIC I Pass-Through Rate for such
REMIC I Regular Interest, (y) with respect to REMIC I Regular Interest II, the Uncertificated REMIC I
Pass-Through Rate for such REMIC I Regular Interest, and (z) with respect to REMIC I Regular Interests ending with
the designation "A," for each Distribution Date listed below, the weighted average of the rates listed below for
each such REMIC I Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balance of
each such REMIC I Regular Interest for each such Distribution Date:
DISTRIBUTION DATE REMIC I REGULAR INTEREST RATE
1 I-1-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2 I-2-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A Uncertificated REMIC I Pass-Through Rate
3 I-3-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A Uncertificated REMIC I Pass-Through Rate
4 I-4-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A Uncertificated REMIC I Pass-Through Rate
5 I-5-A through I-45A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A Uncertificated REMIC I Pass-Through Rate
6 I-6-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A Uncertificated REMIC I Pass-Through Rate
7 I-7-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A Uncertificated REMIC I Pass-Through Rate
8 I-8-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A Uncertificated REMIC I Pass-Through Rate
9 I-9-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A Uncertificated REMIC I Pass-Through Rate
10 I-10-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A Uncertificated REMIC I Pass-Through Rate
11 I-11-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A Uncertificated REMIC I Pass-Through Rate
12 I-12-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A Uncertificated REMIC I Pass-Through Rate
13 I-13-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A Uncertificated REMIC I Pass-Through Rate
14 I-14-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A Uncertificated REMIC I Pass-Through Rate
15 I-15-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A Uncertificated REMIC I Pass-Through Rate
16 I-16-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A Uncertificated REMIC I Pass-Through Rate
17 I-17-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A Uncertificated REMIC I Pass-Through Rate
18 I-18-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A Uncertificated REMIC I Pass-Through Rate
19 I-19-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A Uncertificated REMIC I Pass-Through Rate
20 I-20-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A Uncertificated REMIC I Pass-Through Rate
21 I-21-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A Uncertificated REMIC I Pass-Through Rate
22 I-22-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A Uncertificated REMIC I Pass-Through Rate
23 I-23-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A Uncertificated REMIC I Pass-Through Rate
24 I-24-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A Uncertificated REMIC I Pass-Through Rate
25 I-25-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A Uncertificated REMIC I Pass-Through Rate
26 I-26-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A Uncertificated REMIC I Pass-Through Rate
27 I-27-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A Uncertificated REMIC I Pass-Through Rate
28 I-28-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A Uncertificated REMIC I Pass-Through Rate
29 I-29-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A Uncertificated REMIC I Pass-Through Rate
30 I-30-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A Uncertificated REMIC I Pass-Through Rate
31 I-30-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A Uncertificated REMIC I Pass-Through Rate
32 I-30-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A Uncertificated REMIC I Pass-Through Rate
33 I-30-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A Uncertificated REMIC I Pass-Through Rate
34 I-31-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A Uncertificated REMIC I Pass-Through Rate
35 I-32-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A Uncertificated REMIC I Pass-Through Rate
36 I-33-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A Uncertificated REMIC I Pass-Through Rate
37 I-34-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A Uncertificated REMIC I Pass-Through Rate
38 I-35-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A Uncertificated REMIC I Pass-Through Rate
39 I-36-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A Uncertificated REMIC I Pass-Through Rate
40 I-37-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A Uncertificated REMIC I Pass-Through Rate
41 I-38-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A Uncertificated REMIC I Pass-Through Rate
42 I-39-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A Uncertificated REMIC I Pass-Through Rate
43 I-40-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A Uncertificated REMIC I Pass-Through Rate
44 I-41-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A Uncertificated REMIC I Pass-Through Rate
45 I-42-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A Uncertificated REMIC I Pass-Through Rate
46 I-43-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A Uncertificated REMIC I Pass-Through Rate
47 I-44-A through I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A Uncertificated REMIC I Pass-Through Rate
48 I-45-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A Uncertificated REMIC I Pass-Through Rate
Thereafter I-1-A through I-45-A Uncertificated REMIC I Pass-Through Rate
Advance: With respect to any Mortgage Loan, any advance made by the Master Servicer, pursuant to
Section 4.04.
Affected Party: As defined in the Swap Agreement.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common
control with such first Person. For the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution Date, the total of the amounts
held in the Custodial Account at the close of business on the preceding Determination Date on account of
(i) Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds, Principal Prepayments, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans that the Master
Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the appraised value of such
Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and
(ii) the sales price of the Mortgaged Property at such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to which it is either the appraised value based upon
the appraisal made at the time of origination of the loan which was refinanced or modified or the appraised value
determined in an appraisal at the time of refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between
Residential Funding and the Depositor relating to the transfer and assignment of the Mortgage Loans, attached
hereto as Exhibit R.
Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of
(i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on
the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Mortgage
Loans, (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) in respect of the Mortgage Loans, (iv) any amount that the
Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Mortgage Loans, and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in
respect of the Mortgage Loans, 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 with respect to the Mortgage Loans, (y) amounts
permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans
pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and (z) any Net Swap Payments required to be made to
the Swap Counterparty and Swap Termination Payments not due to a Swap Counterparty Trigger Event for such
Distribution Date.
Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the
related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfalls: The Group I Basis Risk Shortfalls, Group II Basis Risk Shortfalls and Class M
Basis Risk Shortfalls, as applicable.
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions
in the State of California, the State of Minnesota, the State of Texas, the State of New York or the State of
Illinois (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.
Calendar Quarter: A Calendar Quarter shall consist of one of the following time periods in any given
year: January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through
December 31.
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of Advances or
Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the prior
calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date
pursuant to Section 3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than a Mortgage Loan as to which an
REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which
shall be entitled "U.S. Bank National Association, as trustee, in trust for the registered holders of Residential
Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2007-KS2" and
which account shall be held for the benefit of the Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate
Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any consent or direction pursuant
to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Depositor,
the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has
been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize
as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of
such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise
on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate or Class M Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) 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(c) 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 with respect to any
Distribution Date, the Certificate Principal Balances of (i) the Class A-I or Class M Certificates will be
increased, in each case to the extent of Realized Losses previously allocated thereto and remaining unreimbursed,
by the Subsequent Recovery Allocation Amount for Loan Group I in the following order of priority: first to the
Class A-I Certificates, pro rata, and then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order and (ii) the Class A-II or Class
M Certificates will be increased, in each case to the extent of Realized Losses previously allocated thereto and
remaining unreimbursed, by the Subsequent Recovery Allocation Amount for Loan Group II in the following order of
priority: to the Class A-II, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class M-10 Certificates, in that order. With respect to any Class SB Certificate, on any date
of determination, an amount equal to the Percentage Interest evidenced by such Certificate multiplied by an
amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates
then outstanding, which represents the sum of (i) the Initial Principal Balance of REMIC IV Regular Interest
SB-PO, as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and
unpaid interest on REMIC IV Regular Interest SB-IO, as reduced by Realized Losses allocated thereto. The Class R
Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the
Class M Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class
IO Distribution Amount.
Class A-I-1 Margin: 0.070% per annum, and on any Distribution Date on or after the second Distribution
Date after the first possible Optional Termination Date, 0.140% per annum.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the
Class M Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class
IO Distribution Amount.
Class A-I-2 Margin: Initially, 0.120% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.240% per annum.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the
Class M Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class
IO Distribution Amount.
Class A-I-3 Margin: Initially, 0.140% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.280% per annum.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the
Class M Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class
IO Distribution Amount.
Class A-I-4 Margin: Initially, 0.220% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.440% per annum.
Class A-I Certificates: Collectively, the Class A-I-1 Certificates, Class A-I-2 Certificates,
Class A-I-3 Certificates and Class A-I-4 Certificates.
Class A-I Interest Remittance Amount: With respect to any Distribution Date, the portion of the
Available Distribution Amount for that Distribution Date attributable to interest received or advanced with
respect to the Group I Loans, as adjusted to reflect the pro rata portion of any net swap payments or Swap
Termination Payments not due to a Swap Counterparty Trigger Event allocable to Loan Group I.
Class A-II Certificate: Any one of the Class Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of
Realized Losses in respect of Group II Loans as set forth in Section 4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class A-II Margin: Initially, 0.140% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.280% per annum.
Class A-II Interest Remittance Amount: With respect to any Distribution Date, the portion of the
Available Distribution Amount for that Distribution Date attributable to interest received or advanced with
respect to the Group II Loans, as adjusted to reflect the pro rata portion of any net swap payments or Swap
Termination Payments not due to a Swap Counterparty Trigger Event allocable to Loan Group II.
Class A Certificates: Collectively, the Class A-I Certificates and Class A-II Certificates.
Class A Interest Distribution Priority: With respect to each Class of Class A Certificates and any
Distribution Date, the amount available for payment of Accrued Certificate Interest thereon for that Distribution
Date plus Accrued Certificate Interest thereon remaining unpaid from any prior Distribution Date, in the amounts
and priority as follows:
(i) first, concurrently, to the Class A-I Certificates, pro rata, from the Class A-I Interest Remittance
Amount, and to the Class A-II Certificates, from the Class A-II Interest Remittance Amount;
(ii) second, to the Class A-I Certificates, pro rata, from the remaining Class A-II Interest Remittance
Amount, or to the Class A-II Certificates, from the remaining Class A-I Interest Remittance
Amount, as needed after taking into account any distributions in respect of interest on the
Class A Certificates made in first above;
(iii) third, concurrently, to the Class A-I Certificates, pro rata, from the Principal Remittance Amount
related to Loan Group I, and to the Class A-II Certificates, from the Principal Remittance
Amount related to Loan Group II, as needed after taking into account any distributions in
respect of interest on the Class A Certificates made in first and second above; and
(iv) fourth, to the Class A-I Certificates, pro rata, from the remaining Principal Remittance Amount related
to Loan Group II, or to the Class A-II Certificates, from the remaining Principal Remittance
Amount related to Loan Group I, as needed after taking into account any distributions in respect
of interest on the Class A Certificates made in first, second and third above.
Class A Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-1 Certificate: Any one of the Class M-1 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-2
Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses as set
forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC IV for purposes
of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the SB-AM Swap Agreement
and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-1 Margin: Initially, 0.260% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.390% per annum.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB Certificates and Class R
Certificates with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest designated as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions, (ii) the right to receive payments under the Swap Agreement and the SB-AM Swap Agreement and
(iii) the obligation to pay the Class IO Distribution Amount.
Class M-2 Margin: Initially, 0.280% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.420% per annum.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates and Class M-1 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount for that Distribution Date) and
(2) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to that Distribution Date
over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to the Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates,
Class M-9 Certificates, Class M-10 Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-3 Margin: Initially, 0.320% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.480% per annum.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the
Class M-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates and Class M-2 Certificates (after taking into account the
payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the
Class M-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of
the Class M-3 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of
(1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates,
Class M-10 Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to receive payments under the
Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-4 Margin: Initially, 0.430% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.645% per annum.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and
the Class M-3 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates (after
taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-4 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-6
Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates,
Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC
IV for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the SB-AM
Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-5 Margin: Initially, 0.650% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.975% per annum.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount or (b) on or after
the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4
Certificates (after taking into account the payment of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB Certificates and
Class R Certificates with respect to distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the SB-AM Swap Agreement and
(iii) the obligation to pay the Class IO Distribution Amount.
Class M-6 Margin: Initially, 0.800% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 1.200% per annum.
Class M-6 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount and the Class M-5
Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates and Class M-5 Certificates (after taking into account the payment of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount and the Class M-5
Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-6 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1)
the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-8
Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing
(i) an interest designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class M-7 Margin: Initially, 1.350% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 2.025% per annum.
Class M-7 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount and the Class M-6 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates and Class M-6 Certificates (after taking into account the payment of the
Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount,
the Class M-5 Principal Distribution Amount and the Class M-6 Principal Distribution Amount for that Distribution
Date) and (2) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2)
the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date, over the Overcollateralization
Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-9
Certificates, Class M-10 Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-8 Margin: Initially, 2.000% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 3.000% per annum.
Class M-8 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and
the Class M-7 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates and Class M-7 Certificates (after taking into
account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and
the Class M-7 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance
of the Class M-8 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product
of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of
the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-9 Certificate: Any one of the Class M-9 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-10
Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC IV for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and
(iii) the obligation to pay the Class IO Distribution Amount.
Class M-9 Margin: Initially, 2.500% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 3.750% per annum.
Class M-9 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount and
the Class M-8 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount,
the Class M-7 Principal Distribution Amount and the Class M-8 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates and Class M-8 Certificates
(after taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount,
the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount, the Class M-7 Principal Distribution Amount and the Class M-8 Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-9 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-10 Certificate: Any one of the Class M-10 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the
Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC
IV for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the
SB-AM Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-10 Margin: Initially, 2.500% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 3.750% per annum.
Class M-10 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount,
the Class M-8 Principal Distribution Amount and the Class M-9 Principal Distribution Amount or (b) on or after
the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount,
the Class M-7 Principal Distribution Amount, the Class M-8 Principal Distribution Amount and the Class M-9
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates,
Class M-9 Certificates and Class M-10 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution
Amount, the Class M-8 Principal Distribution Amount and the Class M-9 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date, over the Overcollateralization
Floor.
Class M Basis Risk Shortfalls: With respect to each Class of Class M Certificates and any Distribution
Date, the sum of (a) with respect to any Distribution Date on which the Class M Net WAC Cap Rate is used to
determine the Pass-Through Rate of such Class, an amount equal to the excess of (x) Accrued Certificate Interest
for such Class calculated at a per annum rate equal to LIBOR plus the related Margin for such Distribution Date
(which shall not exceed 14.000% per annum), over (y) Accrued Certificate Interest for such Class calculated using
the Class M Net WAC Cap Rate for such Distribution Date, (b) any shortfalls for such Class calculated pursuant to
clause (a) above remaining unpaid from prior Distribution Dates, and (c) one month's interest on the amount in
clause (b) (based on the number of days in the preceding Interest Accrual Period) at a per annum rate equal to
LIBOR plus the related Margin for such Distribution Date (which shall not exceed 14.000% per annum).
Class M Certificates: Collectively, the Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates, Class M-9 Certificates and Class M-10 Certificates.
Class M Net WAC Cap Rate: With respect to any Distribution Date and the Class M Certificates, a per
annum rate equal to the weighted average of the Group I Net WAC Cap Rate for such Distribution Date and the Group
II Net WAC Cap Rate for such Distribution Date, weighted on the basis of the related Subordinate Component, which
for tax purposes is equal to the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II
Regular Interests Y-1 and Y-2.
Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in the REMICs for purposes of the REMIC Provisions. Component I of the Class
R Certificates is designated as the sole class of "residual interest" in REMIC I, Component II of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC II, Component III of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC III and Component IV of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC IV.
Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit C, subordinate to the Class A
Certificates and the Class M Certificates with respect to distributions and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing an interest comprised of "regular interests" in REMIC IV together with
certain rights to payments under the Swap Agreements for purposes of the REMIC Provisions.
Clearance System: Euroclear, Clearstream or both, as applicable.
Clearstream: Clearstream Banking, societe anonyme.
Closing Date: February 23, 2007.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount paid by the Master Servicer in
accordance with Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this instrument is located at U.S. Bank National Association, EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx, Xx.
Xxxx, Xxxxxxxxx 00000, Attn: Structured Finance/RASC 2007-KS2.
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
Credit Risk Management Agreement: The Credit Risk Management Agreement, dated February 23, 2007,
between the Master Servicer and the Credit Risk Manager.
Credit Risk Manager: Xxxxxxx Fixed Income Services Inc., a Colorado corporation, its successors and
assigns.
Credit Risk Manager Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable to
the Credit Risk Manager at the Credit Risk Manager Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the first day of the related Due Period, divided by 12. The Credit Risk Manager Fee will be
paid monthly from the Trust in accordance with Section 4.01(b).
Credit Risk Manager Fee Rate: With respect to any distribution date, a rate equal to 0.01375% per annum.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in
the name of a depository institution, as custodian for the holders of the Certificates, for the holders of
certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer,
into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the Depositor, the Master Servicer,
the Trustee and a Custodian in substantially the form of Exhibit E hereto.
Custodial File: Any mortgage loan document in the Mortgage File that is required to be delivered to the
Trustee or the Custodian pursuant to Section 2.01(b) of this Agreement.
Custodian: Xxxxx Fargo Bank, N.A., or any successor custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date: February 1, 2007.
Cut-off Date Balance: $ 1,000,000,043.75.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the unpaid principal balance thereof
at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (or due in the
month of the Cut-off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except
such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
Defaulting Party: As defined in the Swap Agreement.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent
jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the
Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a
proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days"
delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next
following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date;
and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close
of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1
that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of
business on the last business day immediately prior to the Cut-off Date.
Depositor: As defined in the preamble hereto.
Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is
Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of
the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under
Section 860E(e)(5) of the Code, including, if not otherwise included, any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes
any "electing large partnership," as defined in Section 775(a) of the Code and any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United
States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date: The 25th day of any month beginning in March 2007 or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day.
DTC Letter: The Letter of Representations, dated February 22, 2007, between the Trustee, on behalf of
the Trust Fund, and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due
Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of such Distribution Date.
Early Termination Date: Shall have the meaning set forth in the Swap Agreement.
Eligible Account: An account that is any of the following: (i) maintained with a depository institution
the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an
account or accounts in a depository institution in which such accounts are fully insured to the limits
established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating
Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in
such account or a perfected first security interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a
trust account or accounts maintained in the corporate trust department of U.S. Bank National Association, or (iv)
in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of
U.S. Bank National Association, or (v) an account or accounts of a depository institution acceptable to each
Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the then-current rating assigned to such Certificates by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution Date and each Loan Group, the
lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the related Mortgage Loans immediately
preceding such Distribution Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in
the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such
Distribution Date, in each case with respect to the related Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a) except as may be
required pursuant to the last sentence of such Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Euroclear: Euroclear Bank S.A./N.V.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess
of (i) the Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest
Distribution Amount for that Distribution Date and (b) the lesser of (1) the aggregate Certificate Principal
Balance of Class A Certificates and the Class M Certificates immediately prior to such Distribution Date and
(2) the Principal Remittance Amount for that Distribution Date to the extent not applied to pay interest on the
Class A Certificates and the Class M Certificates on such Distribution Date, (B) the Overcollateralization
Reduction Amount, if any, for that Distribution Date and (C) any Net Swap Payments received by the Supplemental
Interest Trust Trustee under the Swap Agreement for that Distribution Date and deposited in the Supplemental
Interest Trust Account pursuant to Section 4.10(c).
Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount
for such Distribution Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the (i)
applicable Servicing Fee Rate, (ii) the per annum rate at which the applicable Subservicing Fee accrues and (iii)
and the related Credit Risk Manager Fee Rate.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows:
with respect to the Class A-I-1 Certificates, the Distribution Date occurring in October 2030; with respect to
the Class A-I-2 Certificates, the Distribution Date occurring in January 2034; with respect to the Class A-I-3
Certificates, the Distribution Date occurring in November 2036; and with respect to the Class A-I-4 Certificates,
Class A-II Certificates and each class of the Class M Certificates, the Distribution Date occurring in February
2037. No event of default under this Agreement will arise or become applicable solely by reason of the failure
to retire the entire Certificate Principal Balance of any Class of Class A Certificates or Class M Certificates
on or before its Final Scheduled Distribution Date.
Fitch: Fitch Ratings, or its successors in interest.
Fixed Swap Payment: With respect to each Distribution Date commencing with the Distribution Date in
March 2007 and ending with the Distribution Date in February 2011, an amount equal to the product of (x) a fixed
rate equal to approximately 5.20% per annum, (y) the Swap Agreement Notional Balance for that Distribution Date
and (z) a fraction, the numerator of which is (a) 32 for the Distribution Date in March 2007 and (b) 30 for any
Distribution Date occurring after the Distribution Date in March 2007, and the denominator of which is 360.
Floating Swap Payment: With respect to each Distribution Date commencing with the Distribution Date in
March 2007 and ending with the distribution date in February 2011, an amount equal to the product of (x) Swap
LIBOR, (y) the Swap Agreement Notional Balance for that Distribution Date and (z) a fraction, the numerator of
which is equal to the number of days in the related calculation period as provided in the Swap Agreement and the
denominator of which is 360.
Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property
for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month
following the month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Gross Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added
to the related Index on each Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be
borne by such Mortgage Loan until the next Adjustment Date.
Group: Loan Group I or Loan Group II, as applicable.
Group I Basis Risk Shortfall: With respect to any Class of Class A-I Certificates and any Distribution
Date, an amount equal to the excess of (x) Accrued Certificate Interest for that Class calculated at a per annum
rate (which shall not exceed 14.000% per annum) equal to LIBOR plus the related Margin for that Distribution Date
over (y) Accrued Certificate Interest for that Class if the Pass-Through Rate for that Distribution Date is
calculated using the Group I Net WAC Cap Rate for that Distribution Date; plus any unpaid Group I Basis Risk
Shortfall from prior Distribution Dates, plus interest thereon to the extent previously unreimbursed by Excess
Cash Flow calculated at a per annum rate (which shall not exceed 14.000% per annum) equal to LIBOR plus the
related Margin for that Distribution Date.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit
F-1. The Group I Loans relate to the Class A-I Certificates, Class M Certificates and Class SB Certificates.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the product
of (i) the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the
Group I Loans using the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) in effect for the
Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the
respective Stated Principal Balances thereof for that Distribution Date and (ii) a fraction equal to 30 divided
by the actual number of days in the related Interest Accrual Period.
Group I Principal Distribution Amount: For any Distribution Date, the product of (x) the Class A
Principal Distribution Amount for that Distribution Date and (y) a fraction, the numerator of which is the
portion of the Principal Allocation Amount related to Loan Group I for that Distribution Date and the denominator
of which is the Principal Allocation Amount for all of the Mortgage Loans for that Distribution Date.
Group I REMIC II Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Net Mortgage Rates on the Group I Loans reduced by the Adjusted Strip Rate.
Group I REMIC III Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interests Y-1 and Z-1.
Group II Basis Risk Shortfall: With respect to any Class of Class A-II Certificates and any
Distribution Date, an amount equal to the excess of (x) Accrued Certificate Interest for that Class calculated at
a per annum rate (which shall not exceed 14.000% per annum) equal to LIBOR plus the related Margin for that
Distribution Date over (y) Accrued Certificate Interest for that Class if the Pass-Through Rate for such
Distribution Date is calculated using the Group II Net WAC Cap Rate for that Distribution Date; plus any unpaid
Group II Basis Risk Shortfall from prior Distribution Dates, plus interest thereon to the extent previously
unreimbursed by Excess Cash Flow calculated at a per annum rate (which shall not exceed 14.000% per annum) equal
to LIBOR plus the related Margin for that Distribution Date.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit
F-2. The Group II Loans relate to the Class A-II Certificates, Class M Certificates and Class SB Certificates.
Group II Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the product
of (i) the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the
Group II Loans using the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) in effect for
the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the
respective Stated Principal Balances thereof for that Distribution Date and (ii) a fraction equal to 30 divided
by the actual number of days in the related Interest Accrual Period.
Group II Principal Distribution Amount: For any Distribution Date, the product of (x) the Class A
Principal Distribution Amount for that Distribution Date and (y) a fraction, the numerator of which is the
portion of the Principal Allocation Amount related to Loan Group II for that Distribution Date and the
denominator of which is the Principal Allocation Amount for all of the Mortgage Loans for that Distribution Date.
Group II REMIC II Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Net Mortgage Rates on the Group II Loans reduced by the Adjusted Strip Rate.
Group II REMIC III Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interests Y-2 and Z-2.
HUD: The United States Department of Housing and Urban Development.
Independent: When used with respect to any specified Person, means such a Person who (i) is in fact
independent of the Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have
any direct financial interest or any material indirect financial interest in the Depositor, the Master Servicer
or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or
the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable-rate Mortgage Loan and as to any Adjustment Date therefor, the
related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the
Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Closing Date as
set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to
the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to the Distribution Date in March 2007, the period commencing the
Closing Date and ending on the day preceding the Distribution Date in March 2007, and with respect to any
Distribution Date after the Distribution Date in March 2007, the period commencing on the Distribution Date in
the month immediately preceding the month in which such Distribution Date occurs and ending on the day preceding
such Distribution Date.
Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to
Section 4.02(c)(i) and (ii).
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period,
whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate
quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with
Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in London, England are required or authorized by law to be closed.
LIBOR Certificates: Collectively, the Class A Certificates and the Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in
connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit
F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit
F-2.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is
the current principal balance of the related Mortgage Loan at the date of determination and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin: The Class A-I-1 Margin, Class A-I-2 Margin, Class A-I-3 Margin, Class A-I-4 Margin, Class A-II
Margin, Class M-1 Margin, Class M-2 Margin, Class M-3 Margin, Class M-4 Margin, Class M-5 Margin, Class M-6
Margin, Class M-7 Margin, Class M-8 Margin, Class M-9 Margin or Class M-10 Margin, as applicable.
Marker Rate: With respect to the Class SB Certificates or REMIC IV Regular Interest SB-IO and any
Distribution Date, in relation to REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through Rates for REMIC III
Regular Interest LT2 and REMIC III Regular Interest LT3. With respect to the Class SB Certificates or REMIC IV
Regular Interest SB-IO and any Distribution Date, in relation to REMIC III Regular Interests LT5, LT6, LT7, LT8
and LT-Y2, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular Interest LT6 and REMIC III Regular Interest LT7.
Master Servicer: As defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing ownership of Regular Interests
or Uncertificated Regular Interest issued by each of REMIC I, REMIC II, REMIC III and REMIC IV the latest
possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which
the Certificate Principal Balance of each such Class of Certificates representing a regular interest in the Trust
Fund would be reduced to zero, which is, for each such regular interest, February 25, 2037, which is the
Distribution Date occurring in the month following the last scheduled monthly payment of the Mortgage Loans.
Maximum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, the per annum rate indicated
on the Mortgage Loan Schedule as the "NOTE CEILING," which rate is the maximum interest rate that may be
applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS(R)System: The system of recording transfers of Mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System.
Minimum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, a per annum rate equal to the
greater of (i) the Note Margin and (ii) the rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR,"
which rate may be applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing
Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was
reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any
Due Period, the payment of principal and interest due thereon in accordance with the amortization schedule at the
time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior
to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: With respect to each Mortgage Note, the mortgage, deed of trust or other comparable
instrument creating a first or junior lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan
and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to
Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage
Loans held or deemed held as part of the Trust Fund including, without limitation, each related Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F-1 and Exhibit F-2
(as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:
(i)......the Mortgage Loan identifying number ("RFC LOAN #");
(ii).....[reserved];
(iii)....the maturity of the Mortgage Note ("MATURITY DATE," or "MATURITY DT");
(iv).....for the adjustable-rate Mortgage Loans, the Mortgage Rate as of origination ("ORIG
RATE");
(v)......the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi).....the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)....the scheduled monthly payment of principal, if any, and interest as of the Cut-off
Date ("ORIGINAL P & I" or "CURRENT P & I");
(viii)...the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix).....the Loan-to-Value Ratio at origination ("LTV");
(x)......a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage
Loan is secured by a second or vacation residence (the absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi).....a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured
by a non-owner occupied residence (the absence of any such code means the Mortgage Loan is secured by an owner
occupied residence);
(xii)....for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate ("NOTE CEILING");
(xiii)...for the adjustable-rate Mortgage Loans, the maximum Net Mortgage Rate ("NET CEILING");
(xiv)....for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE MARGIN");
(xv).....for the adjustable-rate Mortgage Loans, the first Adjustment Date after the Cut-off
Date ("NXT INT CHG DT");
(xvi)....for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC
INCR");
(xvii)...[reserved]; and
(xviii)..for the adjustable-rate Mortgage Loans, the rounding of the semi-annual or annual
adjustment to the Mortgage Rate ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set forth all of the information
required.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate borne by the related Mortgage Note,
or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable-rate
Mortgage Loans will adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple of
one-eighth of one percent (0.125%) or up to the nearest one-eighth of one percent, which are indicated by a "U" on
the Mortgage Loan Schedule, except in the case of the adjustable-rate Mortgage Loans indicated by an "X" on the
Mortgage Loan Schedule under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date minus the related Expense Fee Rate.
Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty or the Supplemental Interest Trust Trustee, on
behalf of the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination
Payment.
Net WAC Cap Rate: The Group I Net WAC Cap Rate, Group II Net WAC Cap Rate or Class M Net WAC Cap Rate,
as applicable.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment
of the Master Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by
the Master Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To
the extent that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any
portion of any Servicing Advances that are outstanding with respect to the related Mortgage Loan as a result of a
modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or
Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or
reimbursement for such advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a Nonrecoverable Advance shall be evidenced
by a certificate of a Servicing Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, and the Master Servicer setting forth
such determination, which shall include any other information or reports obtained by the Master Servicer such as
property operating statements, rent rolls, property inspection reports and engineering reports, which may support
such determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by
the Master Servicer that any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if
made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject
to a Subservicing Agreement.
Note Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added
to the Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage
Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such adjustable-rate Mortgage Loan until the next Adjustment Date.
Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Vice
President, Assistant Vice President, Director, Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer or an Assistant Secretary of the Depositor or the Master Servicer, as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer and
which counsel may be counsel for the Depositor or the Master Servicer, provided that any Opinion of Counsel (i)
referred to in the definition of "Disqualified Organization" or (ii) relating to the qualification of any REMIC
hereunder as a REMIC or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after
giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of
the Cut-off Date Balance.
Outstanding Mortgage Loan: With respect to the Due Date in any Due Period, a Mortgage Loan (including
an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition
and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03,
2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Mortgage Loans before giving effect to distributions of principal to be
made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A Certificates
and the Class M Certificates immediately prior to such date.
Overcollateralization Floor: An amount equal to the product of 0.50% and the Cut-off Date Balance.
Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) Excess
Cash Flow for that Distribution Date (to the extent not used to cover the amounts described in clauses (iv) and
(v) of the definition of Principal Distribution Amount as of such Distribution Date), and (b) the excess of
(1) the Required Overcollateralization Amount for such Distribution Date over (2) the Overcollateralization Amount
for such Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date on which the Excess
Overcollateralization Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the lesser of (i) the Excess Overcollateralization Amount for that
Distribution Date and (ii) the Principal Remittance Amount on such Distribution Date.
Ownership Interest: With respect to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to each Class of Class A Certificates and Class M Certificates and any
Distribution Date, the least of (i) a per annum rate equal to LIBOR plus the related Margin for such Distribution
Date, (ii) 14.000% per annum and (iii) the related Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB Certificates or REMIC IV Regular Interest SB-IO and any Distribution Date,
a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (viii) below, and the denominator of which is the aggregate
principal balance of the REMIC III Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class SB Certificates or REMIC IV Regular Interest SB-IO, the numerator is equal to the sum of the following
components:
(i) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT1 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT2;
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice
the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT4;
(iv) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT5 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT5;
(v) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT6 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT6;
(vi) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT8 minus twice
the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT8;
(vii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT-Y1 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT-Y1; and
(viii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT-Y2 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest LT-Y2.
Paying Agent: U.S. Bank National Association or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M Certificate, the undivided
percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the same Class. The Percentage Interest with respect
to a Class SB Certificate or Class R Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the periodic rate cap that limits the
increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United States or any
agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than
one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers'
acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more
than 30 days) denominated in United States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign
depository institution or trust company; provided that the debt obligations of such depository institution or
trust company at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term
rating available; and, provided further that, if the original maturity of such short-term obligations of a
domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating
of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest short term rating available; provided
that such commercial paper and demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each Rating Agency in its
highest long-term rating available (which may be managed by the Trustee or one of its Affiliates); and
(vi) other obligations or securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the then-current rating assigned to such Certificates by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to
receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both
principal and interest payments derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Aaa in the case of Moody's and AAA in the case of
Fitch, and for purposes of this Agreement, any references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's
and P-1 in the case of Moody's; provided, however, that any Permitted Investment that is a short-term debt
obligation rated A-1 by Standard & Poor's must satisfy the following additional conditions: (i) the total amount
of debt from A-1 issuers must be limited to the investment of monthly principal and interest payments (assuming
fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the
aggregate outstanding Certificate Principal Balance of the Certificates and each investment must not mature
beyond 30 days; (iii) the terms of the debt must have a predetermined fixed dollar amount of principal due at
maturity that cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being
relied on to meet a certain yield, interest must be tied to a single interest rate index plus a single fixed
spread (if any) and must move proportionately with that index. Any Permitted Investment may be purchased by or
through the Trustee or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization
or Non-United States Person.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Posted Collateral Account: The separate account created and maintained by the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to Section 4.11.
Prepayment Assumption: With respect to the Class A Certificates and the Class M Certificates, the
prepayment assumption to be used for determining the accrual of original issue discount and premium and market
discount on such Certificates for federal income tax purposes, which (a) with respect to the fixed-rate Mortgage
Loans, assumes a constant prepayment rate of one-tenth of 23% per annum of the then outstanding Stated Principal
Balance of the fixed-rate Mortgage Loans in the first month of the life of such Mortgage Loans and an additional
one-tenth of 23% per annum in each month thereafter until the tenth month, and beginning in the tenth month and
in each month thereafter during the life of the fixed-rate Mortgage Loans, a constant prepayment rate of 23% per
annum each month ("23% HEP") and (b) with respect to the adjustable-rate Mortgage Loans assumes a prepayment
assumption of 2% of the constant prepayment rate in month one, increasing by approximately 2.545% from month 2
until month 12, a constant prepayment rate of 30% from month 12 to month 22, a constant prepayment rate of 50%
from month 23 to month 27, and a constant prepayment rate of 35% thereafter, used for determining the accrual of
original issue discount and premium and market discount on the Class A Certificates and Class M Certificates for
federal income tax purposes. The constant prepayment rate assumes that the stated percentage of the outstanding
Stated Principal Balance of the adjustable-rate Mortgage Loans is prepaid over the course of a year.
Prepayment Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan (other than
a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during
the related Prepayment Period, an amount equal to the excess of one month's interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal
to one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated by a numeric
code on the Mortgage Loan Schedule with the exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
Principal Allocation Amount: With respect to any Distribution Date, the sum of (a) the Principal
Remittance Amount for that Distribution Date, as adjusted to reflect any net swap payments or Swap Termination
Payments not due to a Swap Counterparty Trigger Event, (b) any Realized Losses covered by amounts included in
clause (iv) of the definition of Principal Distribution Amount and (c) the aggregate amount of the principal
portion of Realized Losses on the Mortgage Loans in the calendar month preceding that Distribution Date, to the
extent covered by Excess Cash Flow included in clause (v) of the definition of Principal Distribution Amount;
provided, however, that on any Distribution Date on which there is (i) insufficient Subsequent Recoveries to
cover all unpaid Realized Losses on the Mortgage Loans described in clause (b) above, in determining the Group I
Principal Distribution Amount and the Group II Principal Distribution Amount, Subsequent Recoveries will be
allocated to the Class A-I Certificates and Class A-II Certificates, pro rata, based on the principal portion of
unpaid Realized Losses from prior Distribution Dates on the Group I Loans and Group II Loans, respectively, and
(ii) insufficient Excess Cash Flow to cover all Realized Losses on the Mortgage Loans described in clause (c)
above, in determining the Group I Principal Distribution Amount and the Group II Principal Distribution Amount,
the Excess Cash Flow remaining after the allocation described in clause (b) above or (i) of this proviso, as
applicable, will be allocated to the Class A-I Certificates and Class A-II Certificates, pro rata, based on the
principal portion of Realized Losses incurred during the calendar month preceding that Distribution Date on the
Group I Loans and Group II Loans, respectively.
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(x) the sum of (A) the Available Distribution Amount and (B) with respect to clauses (b)(v) and (vi) below, the
amounts received by the Supplemental Interest Trust Trustee under the Swap Agreement for that Distribution Date,
over (y) the Interest Distribution Amount, and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the
related Due Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the related Prepayment
Period;
(iii) the principal portion of all other unscheduled collections, other than Subsequent
Recoveries, on the Mortgage Loans (including, without limitation, Principal Prepayments in Full, Curtailments,
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or
deemed to have been so received) to the extent applied by the Master Servicer as recoveries of principal of the
Mortgage Loans pursuant to Section 3.14;
(iv) the lesser of (1) Subsequent Recoveries for such Distribution Date and (2) the
principal portion of any Realized Losses allocated to any Class of Certificates on a prior Distribution Date and
remaining unpaid;
(v) the lesser of (1) the Excess Cash Flow for such Distribution Date (to the extent not
used pursuant to clause (iv) of this definition on such Distribution Date) and (2) the principal portion of any
Realized Losses incurred (or deemed to have been incurred) on any Mortgage Loans in the calendar month preceding
such Distribution Date; and
(vi) the lesser of (1) the Excess Cash Flow for that Distribution Date (to the extent not
used pursuant to clauses (iv) and (v) of this definition on such Distribution Date) and (2) the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any Overcollateralization Reduction Amount for such Distribution
Date and (B) the amount of any Capitalization Reimbursement Amount for such Distribution Date.
Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a
recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses
(b)(i) through (iii) of the definition of Principal Distribution Amount for that Distribution Date.
Program Guide: The AlterNet Seller Guide as incorporated into the Residential Funding Seller Guide for
mortgage collateral sellers that participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which Residential Funding has arranged to
accommodate the servicing of the Mortgage Loans and in each case all supplements and amendments thereto published
by Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise
purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid
accrued interest at either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee is calculated, or (b) in the case of a
purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the Credit Risk Manager Fee Rate, in each case on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the Due Date to which interest was
last paid by the Mortgagor.
Qualified Institutional Buyer: The meaning specified in Rule 144A under the Securities Act.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor
for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction),
not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be
deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage
Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a
Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement (other than the representations and warranties set
forth therein with respect to the number of loans (including the related percentage) in excess of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more Delinquent; (vii) not be subject to the
requirements of HOEPA (as defined in the Assignment Agreement); (viii) have a policy of title insurance, in the
form and amount that is in material compliance with the Program Guide, that was effective as of the closing of
such Mortgage Loan, is valid and binding, and remains in full force and effect, unless the Mortgage Property is
located in the State of Iowa where an attorney's certificate has been provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) with respect to adjustable rate
Mortgage Loans, have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as that
of the Deleted Mortgage Loan; (xi) with respect to adjustable rate Mortgage Loans, have a Note Margin not less
than that of the Deleted Mortgage Loan; (xii) with respect to adjustable rate Mortgage Loans, have a Periodic
Rate Cap that is equal to that of the Deleted Mortgage Loan; and (xiii) with respect to adjustable-rate Mortgage
Loans, have a next Adjustment Date no later than that of the Deleted Mortgage Loan.
Rating Agency: Each of Standard & Poor's, Xxxxx'x and Fitch. If any agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or
REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Due
Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances, Servicing Advances or other expenses as to
which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a)
(1) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan
was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that
constitute Servicing Advances that are reimbursable to the Master Servicer or a Subservicer, and (b) any such
amount with respect to a Monthly Payment that was or would have been due in the month immediately following the
month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to
have been received. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation,
the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to
each Mortgage Loan which has become the object of a Debt Service Reduction, the amount of such Debt Service
Reduction. Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed
a Realized Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard
to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan
and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case
without giving effect to any Debt Service Reduction.
Realized Losses allocated to the Class SB Certificates shall be allocated first to REMIC IV Regular
Interest SB-IO in reduction of the accrued but unpaid interest thereon until such accrued and unpaid interest
shall have been reduced to zero and then to REMIC IV Regular Interest SB-PO in reduction of the Principal Balance
thereof.
To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are
applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Record Date: With respect to each Distribution Date and the LIBOR Certificates, the Business Day
immediately preceding such Distribution Date. With respect to each Distribution Date and the Certificates (other
than the LIBOR Certificates), the close of business on the last Business Day of the month next preceding the
month in which the related Distribution Date occurs, except in the case of the first Record Date which shall be
the Closing Date.
Reference Bank Rate: As defined in Section 1.02.
Regular Interest: Any one of the regular interests in the REMICs.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Regulation S: Regulation S promulgated under the Securities Act.
Relief Act: The Servicemembers Civil Relief Act of 2003.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or
similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. As
used herein, the term "REMIC" shall mean REMIC I, REMIC II, REMIC III or REMIC IV.
REMIC Administrator: Residential Funding Company, LLC. If Residential Funding Company, LLC is found by
a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under
this Agreement the Master Servicer or Trustee acting as successor Master Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the Supplemental Interest Trust
Account, the Swap Agreement and the SB-AM Swap Agreement), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files;
(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;
(iii) property which secured a Mortgage Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policies pertaining to the
Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount: The Available Distribution Amount increased by the amount of any
Net Swap Payment described in clause (b)(z) thereof.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall
be distributed to REMIC II in respect of the REMIC I Regular Interests and to the Class R Certificateholders in
respect of Component I thereof in the following amounts and priority:
(a) to each of the REMIC I Regular Interests, pro rata, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC I Regular Interest for such Distribution Date, plus (B) any
amounts payable in respect thereof remaining unpaid from previous Distribution Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to clause (a)
above, payments of principal shall be allocated as follows:
(i) first, to REMIC I Regular Interests I and II, an amount equal to 1/10,000 of
such principal payments for the Group I Loans and the Group II Loans, respectively; provided that the
Uncertificated Principal Balances of REMIC I Regular Interests I and II shall not be reduced below zero;
(ii) second, any remainder to REMIC I Regular Interest A-I until the Uncertificated
Principal Balance of such REMIC I Regular Interest is reduced to zero;
(iii) third, any remainder sequentially to REMIC I Regular Interests I-1-A and I-1-B
through the REMIC I Regular Interests with numerical designations equal to the number of such
Distribution Date (or in the case of the thirty-first Distribution Date or the thirty-second
Distribution Date, through REMIC I Regular Interests I-30-A and I-30-B, or any Distribution Date
occurring in or after November 2009, equal to the number of such Distribution Date less three), starting
with the lowest numerical designation until the Uncertificated Principal Balance of each such REMIC I
Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical designation, such payments of principal shall be allocated pro rata between such REMIC I
Regular Interests;
(iv) fourth, any remainder to the REMIC I Regular Interests remaining outstanding
after the foregoing distributions (other than REMIC I Regular Interests I and II), starting with the
lowest numerical designation until the Uncertificated Principal Balance of each such REMIC I Regular
Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical
designation, such payments of principal shall be allocated pro rata between such REMIC I Regular
Interests;
(v) fifth, any remainder to REMIC I Regular Interests I and II, pro rata according
to their respective Uncertificated Principal Balances as reduced by the distributions deemed made
pursuant to (i) above, until their respective Uncertificated Principal Balances are reduced to zero; and
(c) to the extent of amounts remaining after the distributions made pursuant to clauses
(a) and (b) above, to the Class R Certificates in respect of Component I thereof, such remaining amount.
REMIC I Realized Losses: Realized Losses on the Mortgage Loans shall be allocated to the REMIC I
Regular Interests as follows: The interest portion of Realized Losses on the Mortgage Loans shall be allocated
among the REMIC I Regular Interests, pro rata, according to the amount of interest accrued but unpaid thereon, in
reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to
the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any
specific Mortgage Loan and allocated pursuant to the succeeding sentences. An amount equal to 1/10,000 of the
principal portion of Realized Losses on Group I Loans and Group II Loans shall be allocated first, on each
Distribution Date, to REMIC I Regular Interests I and II, respectively, provided that the Uncertificated
Principal Balances of REMIC I Regular Interests I and II shall not be reduced below zero. Any remaining
principal portion of Realized Losses on the Mortgage Loans shall be allocated first, on each Distribution Date,
to REMIC I Regular Interest A-I until the Uncertificated Principal Balance of such REMIC I Regular Interest has
been reduced to zero, and thereafter to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-45-B,
starting with the lowest numerical denomination until the Uncertificated Principal Balance of such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular Interests with the same numerical
denomination, such Realized Losses shall be allocated pro rata between such REMIC I Regular Interests.
REMIC I Regular Interest. Any of the separate non-certificated beneficial ownership interests in
REMIC I issued hereunder and designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest shall
accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC II: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Available Distribution Amount: For any Distribution Date, the amount distributed from REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I Regular Interests.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount
shall be distributed to REMIC III in respect of the REMIC II Regular Interests and to the Class R
Certificateholders in respect of Component II thereof in the following amounts and priority:
(a) To REMIC II Regular Interest LT-IO, in an amount equal to (i) Uncertificated Accrued Interest
for such Regular Interest for such Distribution Date, plus (ii) any amounts in respect thereof remaining unpaid
from previous Distribution Dates;
(b) To the extent of the portion of the REMIC II Available Distribution Amount related to Loan
Group I remaining after payment of the amounts pursuant to paragraph (a) of this definition of "REMIC II
Distribution Amount":
(i) first, to REMIC II Regular Interests Y-1 and Z-1, concurrently, the Uncertificated
Accrued Interest for such Regular Interests remaining unpaid from previous Distribution Dates, pro rata according
to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-1 and Z-1, concurrently, the Uncertificated
Accrued Interest for such Regular Interests for the current Distribution Date, pro rata according to their
respective Uncertificated Accrued Interest; and
(iii) third, to REMIC II Regular Interests Y-1 and Z-1, the REMIC II Regular Interest Y-1
Principal Distribution Amount and the REMIC II Regular Interest Z-1 Principal Distribution Amount, respectively.
(c) To the extent of the portion of the REMIC II Available Distribution Amount related to Loan
Group II remaining after payment of the amounts pursuant to paragraph (a) of this definition of "REMIC II
Distribution Amount":
(i) first, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Accrued Interest for such Regular Interests remaining unpaid from previous Distribution Dates, pro rata according
to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the Uncertificated
Accrued Interest for such Regular Interests for the current Distribution Date, pro rata according to their
respective Uncertificated Accrued Interest; and
(iii) third, to REMIC II Regular Interests Y-2 and Z-2, the REMIC II Regular Interest Y-2
Principal Distribution Amount and the REMIC II Regular Interest Z-2 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC II Available Distribution Amount for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a) through (c) of this definition of "REMIC II
Distribution Amount":
(i) first, to each of the REMIC II Regular Interests, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Regular Interest, the
aggregate amount of any distributions to the Certificates as reimbursement of such Realized Losses on such
Distribution Date pursuant to clause (ix) in Section 4.02(c); provided, however, that any amounts distributed
pursuant to this paragraph (d)(i) of this definition of "REMIC II Distribution Amount" shall not cause a
reduction in the Uncertificated Principal Balances of any of the REMIC II Regular Interests; and
(ii) second, to the Class R Certificates in respect of Component II thereof, any remaining
amount.
REMIC II Regular Interest. Any of the separate non-certificated beneficial ownership interests in
REMIC II issued hereunder and designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest shall
accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto.
REMIC II Y Principal Reduction Amounts: For any Distribution Date the amounts by which the
Uncertificated Principal Balances of REMIC II Regular Interests Y-1 and Y-2, respectively, will be reduced on
such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
follows:
First determine the Group I REMIC II Net WAC Rate and the Group II REMIC II Net WAC Rate for
distributions of interest that will be made on the next succeeding Distribution Date (for each Loan Group, the
"Group Interest Rate" for that Loan Group). The REMIC II Y Principal Reduction Amounts for REMIC II Regular
Interests Y-1 and Y-2 will be determined pursuant to the "Generic solution for the REMIC II Y Regular Interests"
set forth below (the "Generic Solution") by making the following identifications among the Loan Groups and their
related REMIC II Regular Interests:
A. Determine which Loan Group has the lower Group Interest Rate. That Loan Group will be
identified with Loan Group AA and the REMIC II Regular Interests related to that Loan Group will be respectively
identified with the REMIC II Regular Interests YAA and ZAA. The Group Interest Rate for that Loan Group will be
identified with J%. If the two Loan Groups have the same Group Interest Rate pick one for this purpose, subject
to the restriction that each Loan Group may be picked only once in the course of any such selections pursuant to
paragraphs A and B of this definition.
B. Determine which Loan Group has the higher Group Interest Rate. That Loan Group will
be identified with Loan Group BB and the REMIC II Regular Interests related to that Group will be respectively
identified with the REMIC II Regular Interests YBB and ZBB. The Group Interest Rate for that Loan Group will be
identified with K%. If the two Loan Groups have the same Group Interest Rate the Loan Group not selected
pursuant to paragraph A, above, will be selected for purposes of this paragraph B.
Second, apply the Generic Solution set forth below to determine the REMIC II Y Principal Reduction
Amounts for the Distribution Date using the identifications made above.
GENERIC SOLUTION FOR THE REMIC II Y PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the
amounts by which the Uncertificated Principal Balances of REMIC II Regular Interests YAA and ZAA, respectively,
will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal,
determined as follows:
J% and K% represent the interest rates on Loan Group AA and Loan Group BB respectively. J%<K%.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Loan Group AA Subordinate Component after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
PKB = the Loan Group BB Subordinate Component after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
R = the Class CB Pass-Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj = the REMIC II Regular Interest YAA Uncertificated Principal Balance after distributions
on the prior Distribution Date.
Yk = the REMIC II Regular Interest YBB Uncertificated Principal Balance after distributions
on the prior Distribution Date.
(DELTA)Yj = the REMIC II Regular Interest YAA Principal Reduction Amount.
(DELTA)Yk = the REMIC II Regular Interest YBB Principal Reduction Amount.
Zj = the REMIC II Regular Interest ZAA Uncertificated Principal Balance after distributions
on the prior Distribution Date.
Zk = the REMIC II Regular Interest ZBB Uncertificated Principal Balance after distributions
on the prior Distribution Date.
(DELTA)Zj = the REMIC II Regular Interest ZAA Principal Reduction Amount.
= (DELTA)Pj - (DELTA)Yj
(DELTA)Zk = the REMIC II Regular Interest ZBB Principal Reduction Amount.
= (DELTA)Pk - (DELTA)Yk
Pj = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YAA and
ZAA after distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the
Group AA Loans.
Pk = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YBB and
ZBB after distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the
Group BB Loans.
(DELTA)Pj = the aggregate principal reduction resulting on such Distribution Date on the
Group AA Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(d)(i) or (d)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, if applicable, which is equal to the aggregate of the REMIC II Regular
Interest YAA Principal Reduction Amount and the REMIC II Regular Interest ZAA Principal Reduction Amount.
(DELTA)Pk= the aggregate principal reduction resulting on such Distribution Date on the
Group BB Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(d)(i) or (d)(ii) of the definition of REMIC II Distribution Amount) to be made and realized losses to be
allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Regular Interest YBB
Principal Reduction Amount and the REMIC II Regular Interest ZBB Principal Reduction Amount.
(alpha) = .0005
(gamma) = (R - J%)/(K% - R). (gamma) is a non-negative number unless its denominator is
zero, in which event it is undefined.
If (gamma) is zero, (DELTA)Yk = Yk and (DELTA)Yj = (Yj/Pj)(DELTA)Pj.
If (gamma) is undefined, (DELTA)Yj = Yj, (DELTA)Yk = (Yk/Pk)(DELTA)Pk. if denominator
In the remaining situations, (DELTA)Yk and (DELTA)Yj shall be defined as follows:
1. If Yk - (alpha)(Pk - (DELTA)Pk) => 0, Yj- (alpha)(Pj - (DELTA)Pj) => 0, and (gamma) (Pj - (DELTA)Pj)<
(Pk - (DELTA)Pk), (DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and
(DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
2. If Yk - (alpha)(Pk - (DELTA)Pk) => 0, Yj - (alpha)(Pj - (DELTA)Pj) => 0, and (gamma) (Pj - (DELTA)Pj) =>
(Pk - (DELTA)Pk), (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and
(DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
3. If Yk - (alpha)(Pk - (DELTA)Pk) < 0, Yj - (alpha)(Pj - (DELTA)Pj) => 0, and Yj - (alpha)(Pj - (DELTA)Pj)
=> Yj - (Yk/(gamma)), (DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and
(DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
4. If Yk - (alpha)(Pk - (DELTA)Pk) < 0, Yj - (Yk/(gamma)) => 0, and
Yj - (alpha)(Pj - (DELTA)Pj) <= Yj - (Yk/(gamma)), (DELTA)Yk = 0 and (DELTA)Yj = Yj - (Yk/(gamma)).
5. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Yj - (Yk/(gamma)) < 0, and
Yk - (alpha)(Pk - (DELTA)Pk) <= Yk - ((gamma)Yj), (DELTA)Yk = Yk - ((gamma)Yj) and (DELTA)Yj = 0.
6. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Yk - (alpha)(Pk - (DELTA)Pk) => 0, and Yk - (alpha)(Pk - (DELTA)Pk)
=> Yk - ((gamma)Yj), (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and
(DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
The purpose of the foregoing definitional provisions together with the related provisions allocating
Realized Losses and defining the REMIC II Regular Interest Y-1 and Y-2 and REMIC II Regular Interest Z-1 and Z-2
Principal Distribution Amounts is to accomplish the following goals in the following order of priority:
1. Making the ratio of Yk to Yj equal to (gamma) after taking account of the allocation Realized Losses and
the distributions that will be made through end of the Distribution Date to which such provisions relate and
assuring that the Principal Reduction Amounts for each of the REMIC II Regular Interests is greater than or
equal to zero for such Distribution Date;
2. Making (i) the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the Uncertificated Principal Balances for REMIC II Regular Interest YAA and REMIC II
Regular Interest ZAA and (ii) the REMIC II Regular Interest YBB Uncertificated Principal Balances less than
or equal to 0.0005 of the sum of the Uncertificated Principal Balances for REMIC II Regular Interest YBB and
REMIC II Regular Interest ZBB in each case after giving effect to allocations of Realized Losses and
distributions to be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yk and whose denominator is the sum of Yk and
Zk and (b) the fraction whose numerator is Yj and whose denominator is the sum of Yj, and Zj as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction
Amount to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish
such goals within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to
the sum of (a) the principal Realized Losses to be allocated on the related Distribution Date for the related
Loan Group and (b) the remainder of the Available Distribution Amount for the related Loan Group or after
reduction thereof by the distributions to be made on such Distribution in respect of interest on the related
REMIC II Regular Interests, or, if both of such goals cannot be accomplished within such requirement, such
adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the event of any
conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such conflict
shall be resolved on the basis of the goals and their priorities set forth above within the requirement set forth
in the preceding sentence.
REMIC II Realized Losses: Realized Losses on Group I Loans and Group II Loans shall be allocated to the
REMIC II Regular Interests as follows: (1) The interest portion of Realized Losses on Group I Loans, if any,
shall be allocated among REMIC II Regular Interests Y-1 and Z-1, pro rata, according to the amount of interest
accrued but unpaid thereon, in reduction thereof, and thereafter to REMIC II Regular Interest LT-IO in reduction
thereof; and (2) the interest portion of Realized Losses on Group II Loans, if any, shall be allocated among
REMIC II Regular Interests Y-2 and Z-2, pro rata, according to the amount of interest accrued but unpaid thereon,
in reduction thereof, and thereafter to REMIC II Regular Interest LT-IO in reduction thereof. Any interest
portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be
treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan
Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses on Group I
Loans and Group II Loans shall be allocated to the REMIC II Regular Interests as follows: (1) The principal
portion of Realized Losses on Group I Loans shall be allocated, first, to REMIC II Regular Interest Y-1 to the
extent of the REMIC II Regular Interest Y-1 Principal Reduction Amount in reduction of the Uncertificated
Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC II Regular Interest Z-1 in reduction of the Uncertificated Principal
Balance thereof; and (2) the principal portion of Realized Losses on Group II Loans shall be allocated, first, to
REMIC II Regular Interest Y-2 to the extent of the REMIC II Regular Interest Y-2 Principal Reduction Amount in
reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC II Regular Interest Z-2 in reduction
of the Uncertificated Principal Balance thereof.
REMIC II Regular Interest Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest Y-1 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II Regular Interest Y-1 on such Distribution Date.
REMIC II Regular Interest Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest Y-2 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II Regular Interest Y-2 on such Distribution Date.
REMIC II Regular Interest Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest Z-1 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II Regular Interest Z-1 on such Distribution Date.
REMIC II Regular Interest Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest Z-2 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest Z-2 on such Distribution Date.
REMIC II Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of REMIC II Regular Interests Z-1 and Z-2, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each
case the excess of (A) the sum of (x) the excess of the REMIC II Available Distribution Amount for the related
Loan Group (i.e. the "related Loan Group" for REMIC II Regular Interest Z-1 is Loan Group I and the "related Loan
Group" for REMIC II Regular Interest Z-2 is Loan Group II) exclusive of any amount in respect of Subsequent
Recoveries included therein over the amount thereof distributable (i) in respect of interest on such REMIC II
Regular Interest and REMIC II Regular Interest Y-1 (in the case of REMIC II Regular Interest Z-1) or REMIC II
Regular Interest Y-2 (in the case of REMIC II Regular Interest Z-2) and (ii) to such REMIC II Regular Interest
and REMIC II Regular Interest Y-1 (in the case of REMIC II Regular Interest Z-1) or REMIC II Regular Interest Y-2
(in the case of REMIC II Regular Interest Z-2) pursuant clause (d)(i) of the definition of "REMIC II Distribution
Amount" and (y) the amount of Realized Losses allocable to principal for the related Loan Group over (B) the
related REMIC II Y Principal Reduction Amount.
REMIC III: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC II Regular Interests.
REMIC III Available Distribution Amount: For any Distribution Date, the amount distributed from
REMIC II to REMIC III on such Distribution Date in respect of the REMIC II Regular Interests.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution Amount
shall be distributed to REMIC IV in respect of the REMIC III Regular Interests and to the Class R
Certificateholders in respect of Component III thereof in the following amounts and priority:
(a) to REMIC IV as the holder of REMIC III Regular Interest LT-IO, in an amount equal to
(i) Uncertificated Accrued Interest for such Regular Interest for such Distribution Date, plus (ii) any amounts
in respect thereof remaining unpaid from previous Distribution Dates;
(b) to the extent of the portion of the REMIC III Available Distribution Amount related to
Loan Group I remaining after the distributions made pursuant to clause (a) above, to REMIC IV as the holder of
REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, allocated as follows:
(i) to REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, pro rata, in an
amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(ii) to REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, in an amount
equal to the remainder of such portion of the REMIC III Available Distribution Amount related to Loan
Group I remaining after the distributions made pursuant to clauses (a) and (b)(i) above, allocated as
follows:
(A) in respect of REMIC III Regular Interests LT2, LT3, LT4 and LT-Y1,
their respective Principal Distribution Amounts;
(B) in respect of REMIC III Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of REMIC III Regular Interests LT2, LT3, LT4
and LT-Y1, pro rata according to their respective Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero;
(c) to the extent of the portion of the REMIC III Available Distribution Amount related to
Loan Group II remaining after the distributions made pursuant to clause (a) above, to REMIC IV as the holder of
REMIC III Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, allocated as follows:
(i) to REMIC III Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, pro rata, in an
amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(ii) to REMIC III Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, in an amount
equal to the remainder of such portion of the REMIC III Available Distribution Amount related to Loan
Group II remaining after the distributions made pursuant to clauses (a) and (c)(i) above, allocated as
follows:
(A) in respect of REMIC III Regular Interests LT6, LT7, LT8 and LT-Y2,
their respective Principal Distribution Amounts;
(B) in respect of REMIC III Regular Interest LT5 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of REMIC III Regular Interests LT6, LT7, LT8
and LT-Y2, pro rata according to their respective Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero;
(d) to the extent of amounts remaining after the distributions made pursuant to clauses
(a) through (c) above:
(i) first, to each of the REMIC III Regular Interests, pro rata
according to the amount of unreimbursed Realized Losses allocable to principal
previously allocated to each such REMIC III Regular Interest, the aggregate amount of
any distributions to the Certificates as reimbursement of such Realized Losses on such
Distribution Date pursuant to clause (ix) in Section 4.02(c); provided, however, that
any amounts distributed pursuant to this paragraph (d)(i) of this definition of "REMIC
III Distribution Amount" shall not cause a reduction in the Uncertificated Principal
Balances of any of the REMIC III Regular Interests; and
(ii) second, to the Class R Certificates in respect of Component
III thereof, any remaining amount.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of REMIC III Regular Xxxxxxxxx XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX-X0
and LT-Y2, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT1 and LT-Y1
after distributions on the prior Distribution Date.
Y2 = the Uncertificated Principal Balance of REMIC III Regular Interest LT2 after distributions on
the prior Distribution Date.
Y3 = the Uncertificated Principal Balance of REMIC III Regular Interest LT3 after distributions on
the prior Distribution Date.
Y4 = the Uncertificated Principal Balance of REMIC III Regular Interest LT4 after distributions on
the prior Distribution Date (note: Y3 = Y4).
AY1 = the combined REMIC III Regular Interest LT1 and LT-Y1 Principal Reduction Amount. Such amount
shall be allocated first to REMIC III Regular Interest LT-Y1 up to the REMIC III Regular Interest LT-Y1 Principal
Reduction Amount and thereafter the remainder shall be allocated to REMIC III Regular Interest LT1.
AY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT1, LT2, LT3,
LT4 and LT-Y1 after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the Uncertificated Principal Balance of REMIC III Regular Interests LT1, LT2, LT3, LT4 and
LT-Y1 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y1
Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Class A-I Certificates and the Class M Certificates on such
Distribution Date (including distributions of accrued and unpaid interest on the Class SB Certificates for prior
Distribution Dates).
R0 = the Group I REMIC III Net WAC Cap Rate (stated as a monthly rate) after giving effect to
amounts distributed and Realized Losses allocated on the prior Distribution Date.
R1 = the Group I REMIC III Net WAC Cap Rate (stated as a monthly rate) after giving effect to
amounts to be distributed and Realized Losses to be allocated on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on the first Distribution
Date shall be 0.0001.
a0 = the lesser of (A) the sum of (1) for all Classes of Class A-I Certificates of the product for
each Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap Rate, if applicable) for such
Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate
Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior
Distribution Date, (2) for all Classes of Class M Certificates of the product for each Class of (i) the monthly
interest rate (as limited by the Class M Net WAC Cap Rate, if applicable) for such Class applicable for
distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such
Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC II Regular
Interest Y-1 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II Regular
Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses on the prior Distribution Date
and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of
A0 exceeds S0*Q0 and (B) R0*P0.
a1 = the lesser of (A) the sum of (1) for all Classes of Class A-I Certificates of the product for
each Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made
on such Distribution Date, (2) for all Classes of Class M Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Class M Net WAC Cap Rate, if applicable) for such Class applicable for
distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC
II Regular Interest Y-1 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II
Regular Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses to be made on such
Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of
the definition of A1 exceeds S1*Q1 and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = (a/2)[( a0R1 - a1R0)/R0R1];
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a[a1R0P0 - a0R1P1]/[a1R0];
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a[a1R0P0 - a0R1P1]/[2R1R0P1 - a1R0];
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y5 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT5 and LT-Y2
after distributions on the prior Distribution Date.
Y6 = the Uncertificated Principal Balance of REMIC III Regular Interest LT6 after distributions on
the prior Distribution Date.
Y7 = the Uncertificated Principal Balance of REMIC III Regular Interest LT7 after distributions on
the prior Distribution Date.
Y8 = the Uncertificated Principal Balance of REMIC III Regular Interest LT8 after distributions on
the prior Distribution Date (note: Y7 = Y8).
AY5 = the aggregate of the REMIC III Regular Interest LT5 and LT-Y2 Principal Reduction Amounts.
Such amount shall be allocated first to REMIC III Regular Interest LT-Y2 up to the REMIC III Regular
Interest LT-Y2 Principal Reduction Amount and thereafter the remainder shall be allocated to REMIC III Regular
Interest LT5.
AY6 = the REMIC III Regular Interest LT6 Principal Reduction Amount.
AY7 = the REMIC III Regular Interest LT7 Principal Reduction Amount.
AY8 = the REMIC III Regular Interest LT8 Principal Reduction Amount.
Q0 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT5, LT6, LT7,
LT8 and LT-Y2 after distributions and the allocation of Realized Losses on the prior Distribution Date.
Q1 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT5, LT6, LT7,
LT8 and LT-Y2 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
AQ = Q0 - Q1 = the aggregate of the REMIC III Regular Interests LT5, LT6, LT7, LT8 and LT-Y2
Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Class A-II Certificates and the Class M Certificates on such
Distribution Date (including distributions of accrued and unpaid interest on the Class SB Certificates for prior
Distribution Dates).
S0 = the Group II REMIC III Net WAC Cap Rate (stated as a monthly rate) after giving effect to
amounts distributed and Realized Losses allocated on the prior Distribution Date.
S1 = the Group II REMIC III Net WAC Cap Rate (stated as a monthly rate) after giving effect to
amounts to be distributed and Realized Losses to be allocated on such Distribution Date.
a = (Y6 + Y7)/Q0. The initial value of a on the Closing Date for use on the first Distribution
Date shall be 0.0001.
A0 = the lesser of (A) the sum of (1) for all Classes of Class A-II Certificates of the product for
each Class of (i) the monthly interest rate (as limited by the Group II Net WAC Cap Rate, if applicable) for such
Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate
Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior
Distribution Date, (2) for all Classes of Class M Certificates of the product for each Class of (i) the monthly
interest rate (as limited by the Class M Net WAC Cap Rate, if applicable) for such Class applicable for
distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such
Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC II Regular
Interest Y-2 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II Regular
Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses on the prior Distribution Date
and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of
a0 exceeds R0*P0 and (B) S0*Q0.
A1 = the lesser of (A) the sum of (1) for all Classes of Class A-II Certificates of the product for
each Class of (i) the monthly interest rate (as limited by the Group II Net WAC Cap Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made
on such Distribution Date, (2) for all Classes of Class M Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Class M Net WAC Cap Rate, if applicable) for such Class applicable for
distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC
II Regular Interest Y-2 and whose denominator is the sum of the principal balances of REMIC II Regular Interests
Y-1 and Y-2 after distributions and the allocation of Realized Losses to be made on such Distribution Date and (3)
the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of a1
exceeds R1*P1 and (B) S1*Q1.
Then, based on the foregoing definitions:
AY5 = AQ - AY6 - AY7 - AY8;
AY6 = (a/2){(A0S1 - A1S0)/S0S1};
AY7 = aAQ - AY6; and
AY8 = AY7.
if both AY6 and AY7, as so determined, are non-negative numbers. Otherwise:
(1) If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a[A1S0Q0 - A0S1Q1]/[A1S0];
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2) If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a[A1S0Q0 - A0S1Q1]/[2S1S0Q1 - A1S0];
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
REMIC III Realized Losses: Realized Losses on Group I Loans and Group II Loans shall be allocated to
the REMIC III Regular Interests as follows: (1) The interest portion of Realized Losses on Group I Loans, if
any, shall be allocated among REMIC III Regular Interests LT1, LT2, LT4 and LT-Y1, pro rata according to the
amount of interest accrued but unpaid thereon, in reduction thereof, and thereafter to REMIC III Regular Interest
LT-IO in reduction thereof; and (2) the interest portion of Realized Losses on Group II Loans, if any, shall be
allocated among REMIC III Regular Interests LT5, LT6, LT8 and LT-Y2, pro rata, according to the amount of
interest accrued but unpaid thereon, in reduction thereof, and thereafter to REMIC III Regular Interest LT-IO in
reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to
the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any
specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal
portion of Realized Losses with respect to Loan Group I and Loan Group II shall be allocated to the REMIC III
Regular Interests as follows: (1) The principal portion of Realized Losses on Group I Loans shall be allocated,
first, to REMIC III Regular Interest LT-Y1 to the extent that such losses were allocated to REMIC II Regular
Interest Y-1 in reduction of the Uncertificated Principal Balance thereof, second, to REMIC III Regular Interests
LT2, LT3 and LT4 pro-rata according to their respective REMIC III Principal Reduction Amounts to the extent
thereof in reduction of the Uncertificated Principal Balance of such REMIC III Regular Interests and, third, the
remainder, if any, of such principal portion of such Realized Losses shall be allocated to REMIC III Regular
Interest LT1 in reduction of the Uncertificated Principal Balance thereof; and (2) the principal portion of
Realized Losses on Group II Loans shall be allocated, first, to REMIC III Regular Interest LT-Y2 to the extent
that such losses were allocated to REMIC II Regular Interest Y-2 in reduction of the Uncertificated Principal
Balance thereof, second, to REMIC III Regular Interests LT6, LT7 and LT8 pro-rata according to their respective
REMIC III Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance
of such REMIC III Regular Interests and, third, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to REMIC III Regular Interest LT5 in reduction of the Uncertificated Principal Balance
thereof.
REMIC III Regular Interest. Any of the separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a "regular interest" in REMIC III. Each REMIC III Regular Interest
shall accrue interest at the related Uncertificated REMIC III Pass-Through Rate in effect from time to time, and
shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.
The designations for the respective REMIC III Regular Interests are set forth in the Preliminary Statement hereto.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT1 on such Distribution Date.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT2 on such Distribution Date.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT3 on such Distribution Date.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT4 on such Distribution Date.
REMIC III Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT5 on such Distribution Date.
REMIC III Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT6 on such Distribution Date.
REMIC III Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT7 on such Distribution Date.
REMIC III Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC III Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT8 on such Distribution Date.
REMIC III Regular Interest LT-Y1 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III Regular Interest LT-Y1 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT-Y1 on such Distribution Date.
REMIC III Regular Interest LT-Y2 Principal Distribution Amount: For any Distribution Date, the excess,
if any, of the REMIC III Regular Interest LT-Y2 Principal Reduction Amount for such Distribution Date over the
Realized Losses allocated to REMIC III Regular Interest LT-Y2 on such Distribution Date.
REMIC IV: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC III Regular Interests.
REMIC IV Available Distribution Amount: For any Distribution Date, the amount distributed from REMIC
III to REMIC IV on such Distribution Date in respect of the REMIC III Regular Interests.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution Amount
shall be deemed distributed to Class A, Class M and Class SB Certificates in respect of the portion of such
Certificates representing ownership of REMIC IV Regular Interests and the Class R Certificates in respect of
Component IV thereof in the following amounts and priority:
(i) to the Class SB Certificateholders in respect of REMIC IV Regular Interest IO, the amount
distributable with respect to such REMIC IV Regular Interest as described in the Preliminary Statement, being
paid from and in reduction of the REMIC IV Available Distribution Amount for such Distribution Date;
(ii) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A
Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i)
but remaining unpaid from any prior Distribution Date, being paid from and in reduction of the REMIC IV Available
Distribution Amount for such Distribution Date;
(iii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution
Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on the Class M
Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause
(ii) but remaining unpaid from any prior Distribution Date, sequentially, to the Class M-1 Certificateholders,
Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders, Class M-5
Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders,
Class M-9 Certificateholders and Class M-10 Certificateholders, in that order, being paid from and in reduction
of the REMIC IV Available Distribution Amount for such Distribution Date;
(iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the
principal balance of the REMIC IV Regular Interest related to the applicable Certificates in each case to the
extent of the remaining Principal Distribution Amount:
(A) first, the Class A-I-Principal Distribution Amount shall be distributed sequentially
to the Class A-I-1 Certificateholders, Class A-I-2 Certificateholders, Class A-I-3 Certificateholders and
Class A-I-4 Certificateholders, in that order, in each case until the Certificate Principal Balance thereof
is reduced to zero;
(B) second, to the Class A-II Certificateholders, in that order, the Class A-II Principal
Distribution Amount, in each case until the Certificate Principal Balance thereof has been reduced to zero;
(C) third, to the Class M-1 Certificateholders, in that order, the Class M-1 Principal
Distribution Amount, in each case until the Certificate Principal Balance of the Class M-1 Certificates has
been reduced to zero;
(D) fourth, to the Class M-2 Certificateholders, in that order, the Class M-2 Principal
Distribution Amount, in each case until the Certificate Principal Balance of the Class M-2 Certificates has
been reduced to zero;
(E) fifth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero;
(F) sixth, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero;
(G) seventh, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero;
(H) eighth, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;
(I) ninth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero;
(J) tenth, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero;
(K) eleventh, to the Class M-9 Certificateholders, the Class M-9 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero; and
(L) twelfth, to the Class M-10 Certificateholders, the Class M-10 Principal Distribution
Amount, until the Certificate Principal Balance of the Class M-10 Certificates has been reduced to zero;
(v) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment
Interest Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Prepayment
Interest Shortfalls allocated thereto to the extent not offset by Eligible Master Servicing Compensation on such
Distribution Date;
(vi) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment
Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rate, on a pro rata basis based on unpaid Prepayment Interest
Shortfalls previously allocated thereto;
(vii) to the Class SB Certificates, (A) from the amount, if any, of the REMIC IV Available
Distribution Amount remaining after the foregoing distributions, the sum of (I) Accrued Certificate Interest
thereon, (II) the amount of any Overcollateralization Reduction Amount for such Distribution Date and (III) for
any Distribution Date after the Certificate Principal Balance of each Class of Class A Certificates and Class M
Certificates has been reduced to zero, the Overcollateralization Amount and (B) from prepayment charges on
deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related
Prepayment Period; and
(viii) to the Class R Certificateholders in respect of Component IV thereof, the balance, if any, of
the REMIC IV Available Distribution Amount.
REMIC IV Regular Interest SB-PO: A separate beneficial ownership interest in REMIC IV issued hereunder
and designated as a Regular Interest in REMIC IV, the ownership of which is evidenced by the Class SB
Certificates. REMIC IV Regular Interest SB-PO shall have no entitlement to interest, and shall be entitled to
distributions of principal subject to the terms and conditions hereof, in aggregate amount equal to the initial
Certificate Principal Balance of the Class SB Certificates as set forth in the Preliminary Statement hereto.
REMIC IV Regular Interest SB-IO: A separate beneficial ownership interest in REMIC IV issued hereunder
and designated as a Regular Interest in REMIC IV, the ownership of which is evidenced by the Class SB
Certificates. REMIC IV Regular Interest SB-IO shall have no entitlement to principal, and shall be entitled to
distributions of interest subject to the terms and conditions hereof, in aggregate amount equal to the interest
distributable with respect to the Class SB Certificates pursuant to the terms and conditions hereof.
REMIC IV Regular Interest IO: A separate beneficial ownership interest in REMIC IV issued hereunder and
designated as a Regular Interest in REMIC IV, the ownership of which is evidenced by the Class SB Certificates.
REMIC IV Regular Interest IO shall have no entitlement to principal, and shall be entitled to distributions of
interest subject to the terms and conditions hereof, in aggregate amount equal to the interest distributable with
respect to REMIC III Regular Interest LT-IO.
REMIC IV Regular Interests: REMIC IV Regular Interests SB-IO, SB-PO and IO, together with the Class A
Certificates and Class M Certificates, exclusive of their respective rights to receive the payment of Basis Risk
Shortfalls and other amounts pursuant to the SB-AM Swap Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment
conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as
the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by the Master Servicer that it has
received substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period, an amount equivalent to
interest (at a rate equal to the Net Mortgage Rate that would have been applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition
thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which proceeds are required to be
deposited into the Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund for the
benefit of the Certificateholders through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been subject to an interest rate
reduction, (b) has been subject to a term extension or (c) has had amounts owing on such Mortgage Loan
capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that
a Mortgage Loan modified in accordance with (a) above for a temporary period shall not be a Reportable Modified
Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the form of which is attached as Exhibit G hereto, or an
electronic request in a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the Stepdown
Date, an amount equal to 3.85% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount equal
to 7.70% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to
distributions made on that Distribution Date and (ii) the Overcollateralization Floor and (c) on or after the
Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from
the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as
written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings
assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating Agency.
Residential Funding: Residential Funding Company, LLC, a Delaware limited liability company, in its
capacity as seller of the Mortgage Loans to the Depositor and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President,
any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee, in
each case with direct responsibility for the administration of this Agreement.
RFC Exemption: As defined in Section 5.02(e)(ii).
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
SB-AM Swap Agreement: The swap between the Class SB Certificateholder and the Class A and Class M
Certificateholders evidenced by the confirmation attached hereto as Exhibit Q and incorporated herein by
reference.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving a sale or other transfer of mortgage loans
directly or indirectly to an issuing in connection with an issuance of publicly offered or privately placed,
rated or unrated mortgage-backed securities.
Seller: With respect to any Mortgage Loan, a Person, including any Subservicer, that executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form
of the seller contract referred to or contained in the Program Guide, or in such other form as has been approved
by the Master Servicer and the Depositor.
Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and
(ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date.
Senior Percentage: With respect to each Loan Group and any Distribution Date, the percentage equal to
the lesser of (x) the aggregate Certificate Principal Balances of the related Class A Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans in such
Loan Group immediately prior to such Distribution Date and (y) 100%.
Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred
in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in
the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a cooperative loan, the related
cooperative apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the
MERS(R)System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures
implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08,
3.11, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides
services such as appraisals and brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the
Master Servicer in respect of master servicing compensation that accrues at an annual rate equal to the Servicing
Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the
related Due Period, as may be adjusted pursuant to Section 3.16(e).
Servicing Fee Rate: With respect to any Mortgage Loan, the per annum rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor Master Servicers as provided
in Section 7.02, which rate shall never be greater than the Mortgage Rate of such Mortgage Loan.
Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a
Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the Stated
Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and
other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is
in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee by the Master Servicer on the Closing Date, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date and the Mortgage Loans, the
arithmetic average, for each of the three Distribution Dates ending with such Distribution Date, of the fraction,
expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage Loans that are 60
or more days delinquent in payment of principal and interest for that Distribution Date, including Mortgage Loans
in foreclosure and REO, over (y) the aggregate Stated Principal Balance of all of the Mortgage Loans immediately
preceding that Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or
its successors in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, as of any date of
determination, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan and (b) any amount by
which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification,
minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or
REO Property during each Due Period ending with the Due Period relating to the most recent Distribution Date
which were received or with respect to which an Advance was made, (b) all Principal Prepayments with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the
extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to
such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any Realized Loss incurred with respect to such Mortgage Loan allocated to
Certificateholders with respect thereto for any previous Distribution Date.
Stepdown Date: That Distribution Date which is the earlier to occur of (a) the Distribution Date
immediately succeeding the Distribution Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (b) the later to occur of (i) the Distribution Date in March 2010 and
(ii) the first Distribution Date on which the Senior Enhancement Percentage is equal to or greater than 48.80%.
Subordinate Component: With respect to each Loan Group and any Distribution Date, the positive excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group, over the aggregate
Certificate Principal Balance of the related Class A Certificates, in each case immediately prior to that
Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses.
Subordination Percentage: With respect to the Class A Certificates and any Class of Class M
Certificates, the respective percentage set forth below.
SUBORDINATION
CLASS PERCENTAGE
A 51.20%
M-1 59.60%
M-2 68.20%
M-3 72.20%
M-4 75.80%
M-5 79.30%
M-6 82.40%
M-7 85.40%
M-8 88.00%
M-9 90.10%
M-10 92.30%
Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master
Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations
and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the
Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period and that resulted in a Realized Loss.
Subsequent Recovery Allocation Amount: With respect to a Loan Group, that portion of the Principal
Allocation Amount in respect of that Loan Group attributable to the amounts described in clause (iv) of the
definition of Principal Distribution Amount.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who
generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating
to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of
the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by
the Master Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable monthly to the related Subservicer
(or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other
compensation that accrues with respect to each Distribution Date at an annual rate designated as "SUBSERV FEE" on
the Mortgage Loan Schedule.
Supplemental Interest Trust: The separate trust created and maintain by the Supplemental Interest Trust
Trustee pursuant to Section 4.10(a). The primary activities of the Supplemental Interest Trust created pursuant
to this Agreement shall be:
(i) holding the Swap Agreement and the SB-AM Swap Agreement;
(ii) receiving collections or making payments with respect to the Swap Agreement and the
SB-AM Swap Agreement; and
(iii) engaging in other activities that are necessary or incidental to accomplish these
limited purposes, which activities cannot be contrary to the status of the Supplemental
Interest Trust as a qualified special purpose entity under existing accounting literature.
Supplemental Interest Trust Account: The separate trust account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 4.10(a).
Supplemental Interest Trust Trustee: As defined in the preamble hereto.
Swap Agreement: The interest rate swap agreement between the Swap Counterparty and the Supplemental
Interest Trust Trustee, on behalf of the Supplemental Interest Trust, which agreement provides for Net Swap
Payments and Swap Termination Payments to be paid, as provided therein, together with any schedules, credit
support annexes, confirmations or other agreements relating thereto, or any replacement, substitute, collateral
or other arrangement in lieu thereof, attached hereto as Exhibit O.
Swap Agreement Notional Balance: As to the Swap Agreement and each Floating Rate Payer Payment Date and
Fixed Rate Payer Payment Date (each as defined in the Swap Agreement) the amount set forth on Schedule I to the
Swap Agreement for such Floating Rate Payer Payment Date.
Swap Counterparty: The swap counterparty under the Swap Agreement either (a) entitled to receive
payments from the Supplemental Interest Trust Trustee from amounts payable by the Supplemental Interest Trust
under this Agreement or (b) required to make payments to the Supplemental Interest Trust Trustee for payment to
the Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and any successor in
interest or assign. Initially, the Swap Counterparty shall be JPMorgan Chase Bank, National Association.
Swap Counterparty Trigger Event: With respect to any Distribution Date, (i) an Event of Default under
the Swap Agreement with respect to which the Swap Counterparty is a Defaulting Party, (ii) a Termination Event
under the Swap Agreement with respect to which the Swap Counterparty is the sole Affected Party, or (iii) an
additional termination event under the Swap Agreement with respect to which the Swap Counterparty is the sole
Affected Party.
Swap LIBOR: One-Month LIBOR as determined pursuant to the Swap Agreement.
Swap Termination Payment: Upon the occurrence of an Early Termination Date, the payment to be made by
the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust to the Swap Counterparty
from payments from the Supplemental Interest Trust, or by the Swap Counterparty to the Supplemental Interest
Trust Trustee for payment to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap
Agreement.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of
any REMIC hereunder due to its classification as a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
Telerate Screen Page 3750: As defined in Section 1.02.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(f).
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
Transferring Servicer: As defined in Section 3.23(c).
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date on or after the
Stepdown Date if either (a) the related Sixty-Plus Delinquency Percentage, as determined on that Distribution
Date, equals or exceeds 32.79% of the Senior Enhancement Percentage for such Distribution Date or (b) on or after
the Distribution Date in March 2009, the aggregate amount of Realized Losses on the Mortgage Loans as a
percentage of the Cut-off Date Balance exceeds the applicable amount set forth below:
March 2009 to February 2010: 1.40% with respect to March 2009, plus an additional
1/12th of 2.10% for each month thereafter.
March 2010 to February 2011: 3.50% with respect to March 2010, plus an additional
1/12th of 1.90% for each month thereafter.
March 2011 to February 2012: 5.40% with respect to March 2011, plus an additional
1/12th of 1.55% for each month thereafter.
March 2012 to February 2013: 6.95% with respect to March 2012, plus an additional
1/12th of 0.95% for each month thereafter.
March 2013 and thereafter: 7.90%.
Trustee: As defined in the preamble hereto.
Trust Fund: Collectively, the assets of each REMIC hereunder and the assets in the Supplemental
Interest Trust.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any
Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution
Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable,
immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular
Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution
Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating
Interest) shall be allocated among REMIC I Regular Interests, pro rata, based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating Interest)
shall be allocated among REMIC II Regular Interests, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC III Regular Interests for any Distribution Date, any Prepayment
Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating Interest) shall be
allocated among the REMIC III Regular Interests, pro rata, based on, and to the extent of, Uncertificated Accrued
Interest, as calculated without application of this sentence. Uncertificated Accrued Interest on REMIC IV
Regular Interest SB-PO shall be zero. Uncertificated Accrued Interest on REMIC IV Regular Interest SB-IO for
each Distribution Date shall equal Accrued Certificate Interest for the Class SB Certificates.
Uncertificated Notional Amount: With respect to the Class SB Certificates or REMIC IV Regular Interest
SB-IO, immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal Balances of the
REMIC III Regular Interests.
With respect to REMIC II Regular Interest LT-IO and REMIC III Regular Interest LT-IO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation "A" listed below:
DISTRIBUTION DATE REMIC I REGULAR INTERESTS
1 I-1-A through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through X-00X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through I-45-A
10 I-10-A through I-45-A
11 I-11-A through I-45-A
12 I-12-A through I-45-A
13 I-13-A through I-45-A
14 I-14-A through I-45-A
15 I-15-A through I-45-A
16 I-16-A through I-45-A
17 I-17-A through I-45-A
18 I-18-A through I-45-A
19 I-19-A through I-45-A
20 I-20-A through I-45-A
21 I-21-A through I-45-A
22 I-22-A through I-45-A
23 I-23-A through I-45-A
24 I-24-A through I-45-A
25 I-25-A through I-45-A
26 I-26-A through I-45-A
27 I-27-A through I-45-A
28 I-28-A through I-45-A
29 I-29-A through I-45-A
30 I-30-A through I-45-A
31 I-30-A through I-45-A
32 I-30-A through I-45-A
33 I-30-A through I-45-A
34 I-31-A through I-45-A
35 I-32-A through I-45-A
36 I-33-A through I-45-A
37 I-34-A through I-45-A
38 I-35-A through I-45-A
39 I-36-A through I-45-A
40 I-37-A through I-45-A
41 I-38-A through I-45-A
42 I-39-A through I-45-A
43 I-40-A through I-45-A
44 I-41-A through I-45-A
45 I-42-A through I-45-A
46 I-43-A through I-45-A
47 I-44-A through I-45-A
48 I-45-A
thereafter $0.00
With respect to REMIC IV Regular Interest IO, immediately prior to any Distribution Date, an amount
equal to the Uncertificated Notional Amount of REMIC III Regular Interest LT-IO.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate, the Uncertificated
REMIC II Pass-Through Rate or the Uncertificated REMIC III Pass-Through Rate, as applicable.
Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest
outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC Regular Interest
shall never be less than zero. With respect to REMIC IV Regular Interest SB-PO the initial amount set forth with
respect thereto in the Preliminary Statement as reduced by distributions deemed made in respect thereof pursuant
to Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC II Regular Interests and the
REMIC III Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to each REMIC I Regular Interest ending with the
designation "A," a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans
multiplied by two (2), subject to a maximum rate of 10.40%. With respect to each REMIC I Regular Interest ending
with the designation "B," the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by
the weighted average of the Net Mortgage Rates on the Mortgage Loans over (ii) 10.40% and (y) 0.00000%. With
respect to REMIC I Regular Interest A-I, the weighted average of the Net Mortgage Rates on the Mortgage Loans.
With respect to REMIC I Regular Interest I, the weighted average of the Net Mortgage Rates on the Group I Loans.
With respect to REMIC I Regular Interest II, the weighted average of the Net Mortgage Rates on the Group II Loans.
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and (i) REMIC II
Regular Interests Y-1 and Z-1, the Group I REMIC II Net WAC Rate, (ii) REMIC II Regular Interests Y-2 and Z-2,
the Group II REMIC II Net WAC Rate, and (iii) REMIC II Regular Interest LT-IO, the excess of (i) the weighted
average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
designation "A," over (ii) 2 multiplied by Swap LIBOR.
Uncertificated REMIC III Pass-Through Rate: With respect to any Distribution Date and (i) REMIC III
Regular Interests LT1, LT2 and LT-Y1, the Group I REMIC III Net WAC Rate, (ii) REMIC III Regular Interests LT5,
LT6 and LT-Y2, the Group II REMIC III Net WAC Rate, (iii) REMIC III Regular Interests LT3 and LT7, zero (0.00%),
(iv) REMIC III Regular Interest LT4, twice the Group I REMIC III Net WAC Rate, (v) REMIC II Regular Interest LT8,
twice the Group II REMIC III Net WAC Rate; and (vi) REMIC III Regular Interest LT IO, the excess of (i) the
weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
designation "A," over (ii) 2 multiplied by Swap LIBOR.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for
Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to
fiscal periods ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable by the hazard insurance policies.
United States Person: Either (i) a citizen or resident of the United States, a corporation, partnership
or other entity (treated as a corporation or partnership for United States federal income tax purposes) created
or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except
in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a corporation
for United States federal income tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code, or (ii) as defined in Regulation S, as the context may require.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any
Certificate. 98.00% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates and
Class M Certificates, in proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1.00% of all of the Voting Rights shall be allocated to the Holders of the Class SB Certificates;
and 1.00% of all of the Voting Rights shall be allocated to the Holders of the Class R Certificates; in each case
to be allocated among the Certificates of such Class in accordance with their respective Percentage Interests.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest
Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or
if such LIBOR Rate Adjustment Date is not a Business Day, then on the next succeeding Business Day, LIBOR shall
be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United
States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR
Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750 on the Bridge
Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as
may replace that page on that service, or if such service is no longer offered, LIBOR shall be so established by
use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after
consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will
be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks
(which shall be any three major banks that are engaged in transactions in the London interbank market, selected
by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate
Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately
equal to the aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Trustee
shall request the principal London office of each of the reference banks to provide a quotation of its rate. If
at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to
the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will
be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee
after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S.
Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be obtained,
the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described
above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third
consecutive Distribution Date, the Trustee, after consultation with the Master Servicer, shall select an
alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available) by an independent party. The
establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation
of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the
Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date.
Furthermore, the Trustee shall supply to any Certificateholder so requesting by calling the Trustee's
bondholders' services group at 1-800-934-6802, the Pass-Through Rate on the LIBOR Certificates for the current and
the immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in
respect of the Trust Fund without recourse all the right, title and interest of the Depositor in and to (i) the
Mortgage Loans, including all interest and principal on or with respect to the Mortgage Loans due on or after the
Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date); and (ii) all proceeds of the
foregoing. The Depositor, the Master Servicer and the Trustee agree that it is not intended that any Mortgage
Loan be included in the Trust Fund that is either (i) a High-Cost Home Loan as defined in the New Jersey Home
Ownership Act effective November 27, 2003, (ii) a High-Cost Home Loan as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004, (iii) a High-Cost Home Loan as defined in the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) a High-Cost Home Loan as defined in the Indiana High
Cost Home Loan Law Act effective January 1, 2005.
(b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, except as
set forth in Section 2.01(c) below and subject to Section 2.01(d) below, the Depositor does hereby (1) with
respect to each Mortgage Loan, deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of
the documents or instruments described in clause (ii) below (and the Master Servicer shall hold (or cause such
Affiliate to hold) such documents or instruments in trust for the use and benefit of all present and future
Certificateholders), (2) with respect to each MOM Loan, deliver to, and deposit with, the Trustee, or the
Custodian, as the duly appointed agent of the Trustee for such purpose, the documents or instruments described in
clauses (i) and (v) below, (3) with respect to each Mortgage Loan that is not a MOM Loan but is registered on the
MERS(R)System, deliver to, and deposit with, the Trustee, or the Custodian, as the duly appointed agent of the
Trustee for such purpose, the documents or instruments described in clauses (i), (iv) and (v) below and (4) with
respect to each Mortgage Loan that is not a MOM Loan and is not registered on the MERS(R)System, deliver to, and
deposit with, the Trustee, or the Custodian, as the duly appointed agent of the Trustee for such purpose, the
documents or instruments described in clauses (i), (iii), (iv) and (v) below.
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note.
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that
the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated
thereon, or a copy of the original Mortgage with evidence of recording indicated thereon.
(iii) The assignment (which may be included in one or more blanket assignments if permitted by applicable law)
of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment
with evidence of recording indicated thereon.
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from
the originator to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered
on the MERS(R)System and noting the presence of a MIN) with evidence of recordation noted thereon or
attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording
indicated thereon.
(v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to
such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement.
The Depositor may, in lieu of delivering the original of the documents set forth in
Section 2.01(b)(iii), (iv) and (v) (or copies thereof) to the Trustee or the Custodian, deliver such documents to
the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all
present and future Certificateholders until such time as is set forth in the next sentence. Within thirty
Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set
forth in Section 2.01(b)(iii), (iv) and (v) (or copies thereof) for any Mortgage Loan and (ii) a written request
by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the
Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the
Custodian, as duly appointed agent of the Trustee.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage
Loan, if the Depositor cannot deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by
the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain
information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to
the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement
or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate public office for real property
records the Assignment referred to in clause (iii) of Section 2.01(b), except (a) in states where, in an Opinion
of Counsel acceptable to the Master Servicer, such recording is not required to protect the Trustee's interests
in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the
Mortgage, as applicable, as the mortgagee of record solely as nominee for Residential Funding and its successors
and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any defect therein,
the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be
delivered to the applicable person described in Section 2.01(b), any Assignment or substitute Assignment (or copy
thereof) recorded in connection with this paragraph, with evidence of recording indicated thereon upon receipt
thereof from the public recording office or from the related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in
blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and
the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
In connection with the assignment of any Mortgage Loan registered on the MERS(R)System, the Depositor
further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing
Date, the MERS(R)System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in
the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided
for in this Section 2.01 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the
Trustee of the Mortgage Loans and the Uncertificated Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the
Mortgage Loans and the Uncertificated Regular Interests by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall
be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's
right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired,
in and to (A) the Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) the Swap Agreement, including without limitation all amounts received
thereunder and amounts from time to time held or invested in the Supplemental Interest Trust Account, whether in
the form of cash, instruments, securities or other property, (D) any Uncertificated Regular Interests and any and
all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other
property of whatever kind or description now existing or hereafter acquired consisting of, arising from or
relating to any of the foregoing, and (E) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including without limitation all amounts from
time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clause (1)
granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the possession by the
Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of
credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106,
9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts
or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as
applicable) the Trustee for the purpose of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and the Uncertificated Regular
Interests and the other property described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of
this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause
to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect
the Trustee's security interest in or lien on the Mortgage Loans and the Uncertificated Regular Interests, as
evidenced by an Officers' Certificate of the Depositor, including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the
Depositor or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a
change in the Trustee's name), (2) any change of location of the place of business or the chief executive office
of Residential Funding or the Depositor, (3) any transfer of any interest of Residential Funding or the Depositor
in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Depositor in any
Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above (except that
for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares that it, or the Custodian as its agent, holds and will hold such documents and the
other documents constituting a part of the Custodial Files delivered to it, or a Custodian as its agent, in trust
for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (the Custodian
being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each
Custodial File delivered to it pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect
that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Upon delivery of the Custodial Files by
the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a
Custodial File to be missing or defective, upon receipt of notification from the Custodian as specified in the
succeeding sentence, the Trustee shall promptly so notify or cause the Custodian to notify the Master Servicer
and the Depositor. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Depositor and the Trustee of any such omission or defect found by it in respect of any Custodial
File held by it in respect of the items received by it pursuant to the Custodial Agreement. If such omission or
defect materially and adversely affects the interests in the related Mortgage Loan of the Certificateholders, the
Master Servicer shall promptly notify the related Subservicer or Seller of such omission or defect and request
that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master
Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such
omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust
Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such
omission or defect; 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. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to
Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing
Officer, the Master Servicer, the Trustee or the Custodian, as the case may be, shall release the contents of any
related Mortgage File in its possession to the owner of such Mortgage Loan (or such owner's designee) and the
Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Subservicer or Seller or its designee, as the
case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of
the Trust Fund. In furtherance of the foregoing and Section 2.04, if the Subservicer or Seller or Residential
Funding that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is registered on the MERS(R)
System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such
Subservicer or Seller or Residential Funding and shall cause such Mortgage to be removed from registration on the
MERS(R)System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of
the Subservicer or Seller, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in
or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the
Certificateholders that as of the Closing Date:
(i) The Master Servicer is a limited liability company duly organized, validly existing and in good standing
under the laws governing its creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master Servicer's Certificate of Formation or
Limited Liability Company Agreement or constitute a material default (or an event which, with notice or
lapse of time, or both, would constitute a material default) under, or result in the material breach of,
any material contract, agreement or other instrument to which the Master Servicer is a party or which
may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor,
constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or
at law;
(iv) The Master Servicer is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer shall comply in all material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the
Depositor, any Affiliate of the Depositor or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact or omit a material fact
necessary to make the information, certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is
or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will
comply with the provisions of Section 3.02;
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer for each Mortgage Loan
accurately and fully reports its borrower credit files to each of the Credit Repositories in a timely
manner.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Custodial Files to the Trustee or the Custodian. Upon discovery by either the
Depositor, the Master Servicer, the Trustee or the Custodian of a breach of any representation or warranty set
forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the
Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The
obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the
sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders
that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) immediately
prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor 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 conveyance validly transfers ownership of the Mortgage
Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (ii) each Mortgage
Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury
Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would
allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the
requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5),
(6), (7) and (9).
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 Depositor, 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) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (the Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and warranty set forth in
Section 2.03(b)(ii), 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 Depositor 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 Depositor 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, substitution or
repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be
effected by the Depositor 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 Depositor 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 Depositor shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the
Trustee for the benefit of the Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan as and to the extent set forth in the Assignment Agreement.
Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding in
respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and
the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Trustee or the Custodian
of a breach of any of the representations and warranties made in the Assignment Agreement in respect of any
Mortgage Loan or of any Repurchase Event which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to
the other parties (the Custodian being so obligated under a Custodial Agreement). The Master Servicer shall
promptly notify Residential Funding of such breach or Repurchase Event and request that Residential Funding
either (i) cure such breach or Repurchase Event in all material respects within 90 days from the date the Master
Servicer was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund
at the Purchase Price and in the manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee or the Custodian of a breach of
any of such representations and warranties set forth in the Assignment Agreement in respect of any Mortgage Loan
which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated
under a Custodial Agreement). The Master Servicer shall promptly notify Residential Funding of such breach of a
representation or warranty set forth in the Assignment Agreement and request that Residential Funding either (i)
cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund within 90 days of the date of such written notice
of such breach at the Purchase Price and in the manner set forth in Section 2.02; provided that Residential
Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date; provided that if the breach would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was discovered. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant
to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xlv) of
Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund,
concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any
liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that
directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such
payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee
for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the
original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents
and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments
due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the
Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding
on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders
will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan
or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and
the related Subservicing Agreement in all respects, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage Loan (other than those of a
statistical nature) contained in the Assignment Agreement as of the date of substitution, and the covenants,
representations and warranties set forth in this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate
Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall deposit or cause the related Seller
to deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any
reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which
notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to
Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may
be, to cure such breach or purchase (and in the case of Residential Funding to substitute for) such Mortgage Loan
as to which such a breach has occurred and is continuing and to make any additional payments required under the
Assignment Agreement in connection with a breach of the representation and warranty in clause (xlv) of Section 4
thereof shall constitute the sole remedy respecting such breach available to the Certificateholders or the
Trustee on behalf of the Certificateholders. If the Master Servicer is Residential Funding, then the Trustee
shall also have the right to give the notification and require the purchase or substitution provided for in the
second preceding paragraph in the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage
Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated REMIC Regular
Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Custodial
Files to it, or the Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the
Depositor the Certificates in authorized denominations which evidence ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests, the REMIC II Regular Interests and the REMIC III Regular
Interests for the benefit of the Holders of each Class of Certificates (other than the Class R Certificates in
respect of Components I and II thereof). The Trustee acknowledges receipt of the REMIC I Regular Interests,
REMIC II Regular Interests and REMIC III Regular Interests, and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the Holders of each Class of Certificates (other than the Class R
Certificates in respect of Components I and II thereof). The interests evidenced by Component IV of the Class R
Certificates, together with the REMIC IV Regular Interests, constitute the entire beneficial ownership interest
in REMIC IV.
Section 2.06. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the following activities:
(a) to sell the Certificates to the Depositor in exchange for the Mortgage Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or
are incidental thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such other activities as may be required in
connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of
Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this
Section 2.06 may not be amended, without the consent of the Certificateholders evidencing a majority of the
aggregate Voting Rights of the Certificates.
Section 2.07. Agreement Regarding Ability to Disclose.
The Depositor, the Master Servicer and the Trustee hereby agree that, notwithstanding any other express
or implied agreement to the contrary, 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," "tax treatment," "tax structure,"
and "tax benefit" 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.
(a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans, following such procedures as it would employ in its good faith
business judgment and which are normal and usual in its general mortgage servicing activities, and shall have
full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all
things which it may deem necessary or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is
hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment
of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution
or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related
insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is
appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee
and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R)System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R)
System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall
be reimbursable to the Master Servicer as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of
the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney or
other documents. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to
the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in respect thereof.
If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Mortgage Loan on the
related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to
the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-off
Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less than the
original debt-to-income ratio as set forth on the Mortgage Loan Schedule; provided, however, that in no
instance shall the resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such
Mortgage Loan be higher than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher
than the Combined Loan-to-Value Ratio prior to such refinancing; provided, however, if such refinanced mortgage
loan is a "rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing),
the Combined Loan-to-Value Ratio may increase to the extent of either (x) the reasonable closing costs of such
refinancing or (y) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in good
standing as defined by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest
rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest
rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien
immediately prior to the date of such refinancing; provided, however (A) if the loan evidencing the
existing senior lien prior to the date of refinancing has an adjustable rate and the loan evidencing the
refinanced senior lien has a fixed rate, then the current interest rate on the loan evidencing the
refinanced senior lien may be up to 2.0% higher than the then-current loan rate of the loan evidencing
the existing senior lien and (B) if the loan evidencing the existing senior lien prior to the date of
refinancing has a fixed rate and the loan evidencing the refinanced senior lien has an adjustable rate,
then the maximum interest rate on the loan evidencing the refinanced senior lien shall be less than or
equal to (x) the interest rate on the loan evidencing the existing senior lien prior to the date of
refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not subject to negative amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing standards set forth herein, take
whatever actions as may be necessary to file a claim under or enforce or allow the Trustee to file a claim under
or enforce any title insurance policy with respect to any Mortgage Loan including, without limitation, joining in
or causing any Seller or Subservicer (or any other party in possession of any title insurance policy) to join in
any claims process, negotiations, actions or proceedings necessary to make a claim under or enforce any title
insurance policy. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not
(unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the
Master Servicer, reasonably foreseeable) make or permit any modification, waiver, or amendment of any term of any
Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of
the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) (other than in connection
with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC under
the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date
under the REMIC Provisions.
(c) In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate
of the Master Servicer (i) may perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be entitled to reasonable compensation
therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain
credit information in the form of a "credit score" from a Credit Repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes
and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with the offering of
pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by the
Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required to
cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be
an obligation of the Master Servicer hereunder.
(f) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor
under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(g) The Master Servicer shall comply with the terms of Section 9 of the Assignment Agreement.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers'
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 Xxxxxxx Mac, Xxxxxx Xxx
or HUD approved mortgage 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. 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) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer
under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent
that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation,
as described in Section 2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general mortgage servicing activities.
The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of
clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of
the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a
Seller's obligations and are reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in
accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of
this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or
enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related
Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master
Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use
reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made
by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption
by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee, and
Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Depositor and to the same extent and
under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer or Seller for
indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be
between the Subservicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in
any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the master servicer (including by
reason of an Event of Default), the Trustee, as successor Master Servicer, its designee or its successor shall
thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party
to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations
under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage
Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures
as it would employ in its good faith business judgment and which are normal and usual in its general mortgage
servicing activities. Consistent with the foregoing, the Master Servicer or a Subservicer may in its discretion
(subject to the terms and conditions of the Assignment Agreement) (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the
Due Date for payments due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the
Master Servicer shall first determine that any such waiver or extension will not impair the coverage of any
related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage.
Notwithstanding anything in this Section to the contrary, the Master Servicer or any Subservicer shall not
enforce any prepayment charge to the extent that such enforcement would violate any applicable law. In the event
of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof
by reason of such arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected
thereby; provided, however, that no such extension shall be made if any advance would be a Nonrecoverable
Advance. Consistent with the terms of this Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action), provided, however, that the Master
Servicer may not modify materially or permit any Subservicer to modify any Mortgage Loan, including without
limitation any modification that would change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or except in connection with prepayments
to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), capitalize any
amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage
Loan, or extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable. No such modification shall reduce the
Mortgage Rate on a Mortgage Loan below the greater of (A) one-half of the Mortgage Rate as in effect on the
Cut-off Date and (B) one-half of the Mortgage Rate as in effect on the date of such modification, but not less
than the sum of the Servicing Fee Rate and the per annum rate at which the Subservicing Fee accrues. The final
maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date. Also, the aggregate
principal balance of all Reportable Modified Mortgage Loans subject to Servicing Modifications (measured at the
time of the Servicing Modification and after giving effect to any Servicing Modification) can be no more than
five percent of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, provided, that such
limit may be increased from time to time if each Rating Agency provides written confirmation that an increase in
excess of that limit will not reduce the rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency. In addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of
such Mortgage Loan must be fully amortized over the term of such Mortgage Loan, and such amounts may be added to
the outstanding principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the
addition of such amounts described in the preceding sentence shall be implemented in accordance with the Program
Guide and may be implemented only by Subservicers that have been approved by the Master Servicer for such
purposes. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not
inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be
re-amortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining
principal balance thereof by the original maturity date based on the original Mortgage Rate; provided, that such
reamortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income
tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall
deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than in respect of Monthly Payments due before or in the month of the
Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage
Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the
interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 (including
amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the Assignment
Agreement in respect of any liability, penalty or expense that resulted from a breach of the
representation and warranty set forth in clause (xlv) of Section 4 of the Assignment Agreement) and all
amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections
received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not part
of the Trust Fund (consisting of Monthly Payments due before or in the month of the Cut-off Date) and payments or
collections consisting of late payment charges or assumption fees may but need not be deposited by the Master
Servicer in the Custodial Account. In the event any amount not required to be deposited in the Custodial Account
is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial Account, any
provision herein to the contrary notwithstanding. Amounts received by the Master Servicer in connection with
prepayment charges on the Mortgage Loans shall be remitted by the Master Servicer on the Certificate Account
Deposit Date to the Trustee and shall be deposited by the Trustee, upon the receipt thereof and written direction
with respect thereto, into the Certificate Account. The Custodial Account may contain funds that belong to one or
more trust funds created for mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced by it on
behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being
attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04
and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the
Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized
Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial
Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next following the date of such investment
(with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior
to their maturities. All income and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out
of its own funds immediately as realized.
(d) The Master Servicer shall give written notice to the Trustee and the Depositor of any change in the
location of the Custodial Account and the location of the Certificate Account prior to the use thereof.
(e) Notwithstanding Section 3.07(a), the Master Servicer shall not waive (or permit a Subservicer to waive)
any prepayment charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty
is enforced, (iii) the collectability thereof shall have been limited due to acceleration in connection with a
foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar
Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment
of the Master Servicer, maximize recovery of total proceeds taking into account the value of such prepayment
charge and the related Mortgage Loan. In no event will the Master Servicer waive a prepayment charge in
connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable
default. If a prepayment charge is waived, but does not meet the standards described above, then the Master
Servicer is required to remit the amount of such waived prepayment charge to the Trustee at the time that the
amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account, and upon
receipt thereof and written direction with respect thereto, the Trustee shall deposit such amount into the
Certificate Account. Notwithstanding any other provisions of this Agreement, any payments made by the Master
Servicer in respect of any waived prepayment charges pursuant to this Section shall be deemed to be paid outside
of the Trust Fund and not part of any REMIC.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an
Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to
the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement.
If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the nature of late charges or assumption fees, or payments or
collections received in the nature of prepayment charges to the extent that the Subservicer is entitled to retain
such amounts pursuant to the Subservicing Agreement. On or before the date specified in the Program Guide, but
in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in
the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement,
to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal
and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the
first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage
Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any
Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage
Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit
of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account
shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as
is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of
taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable
items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant
to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to
Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not
timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent
that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the
Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents
and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations
of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall
permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a
charge reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances
or other expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to
amounts received on the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly Payments for which any
such advance was made in the case of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest
(but not in excess of the Servicing Fee and the Subservicing Fee, if not previously retained) which,
when deducted, will result in the remaining amount of such interest being interest at a rate per annum
equal to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)
on the amount specified in the amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds
and other property deposited in or credited to the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Depositor or any other appropriate
Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all
amounts received thereon and not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner
and to the extent provided in subsection (c) below, and any Advance or Servicing Advance made in
connection with a modified Mortgage Loan that is in default or, in the judgment of the Master Servicer,
default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance
or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in a prior calendar
month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor
pursuant to Section 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with
enforcing any repurchase, substitution or indemnification obligation of any Seller (other than the
Depositor or an Affiliate of the Depositor) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed
pursuant to clause (ii) or (viii) above;
(x) to pay the Credit Risk Manager the Credit Risk Manager Fee; and
(xi) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein
pursuant to Section 3.07, including any payoff fees or penalties or any other additional amounts payable
to the Master Servicer or Subservicer pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master
Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance
made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by
withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any
Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance relating to an Advance made pursuant to Section 4.04 on any such Certificate
Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in
noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master
Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the
principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the
Appraised Value at origination in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in
excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer shall not cancel or refuse to renew
any such Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it,
that is in effect at the date of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained
with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass-through
certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned
to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer under any Primary Insurance
Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken
such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the
Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended
coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan (together
with the principal balance of any mortgage loan secured by a lien that is senior to the Mortgage Loan) or 100% of
the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do
so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that
does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also
cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage
Loan, fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the
Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions
to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments
by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10.
It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor
or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available)
to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the
amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and
(ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood
and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the
event that there shall not have been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such
policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in the month following the month in which payments under
any such policy would have been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the
coverage that would be required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Xxxxxx Mae or Xxxxxxx
MAC. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if
any, of the Program Guide and acceptable to the Depositor. Coverage of the Master Servicer under a policy or
bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b)
shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent
that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this
Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from
preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will
bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's or related Subservicer's duty to enforce any due-on-sale clause to the
extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is
authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the
Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or
necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such
terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of
such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder)
and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and
interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction
involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien
(or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such
Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof,
(D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor
will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be
released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified
to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the
Master Servicer's or related Subservicer's good faith determination) adversely affect the collectability of the
Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability
as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the
Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if
any), or the modification or supplement to the Mortgage Note or Mortgage to be deposited with the Mortgage File
for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into
an assumption or substitution of liability agreement will be retained by the Master Servicer or such related
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a
request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other
similar matters if it has determined, exercising its good faith business judgment in the same manner as it would
if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability
of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not
fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC
created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for
processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer
shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master
Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M,
in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the
Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan
following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the
annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to
such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related
Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on
such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with
respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan,
which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting
a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property),
(ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In
connection with such foreclosure or other conversion or action, the Master Servicer shall, consistent with
Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide;
provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting
in connection with any such foreclosure or other conversion or action in a manner that is consistent with the
provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or
incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage loan, or towards the restoration
of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds
of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to
itself for such expenses or charges and (ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes
of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of
such a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be
entitled to reimbursement of its funds so expended pursuant to Section 3.10. In addition, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the Master Servicer determines in its
reasonable discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage
LOAN. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial
Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the
definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or the Custodian, as the case may be,
shall release to the Master Servicer the related Custodial File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Master Servicer or its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with respect to any defaulted Mortgage Loan
or REO Property as to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed
to have occurred if substantially all amounts expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the
amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled collections or the
amount of any Realized Loss, the Master Servicer may take into account minimal amounts of additional receipts
expected to be received or any estimated additional liquidation expenses expected to be incurred in connection
with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation
of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be
considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be
sold. Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property
shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of title (after giving effect to any
previous Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with
a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose
of such REO Property as soon as practicable, giving due consideration to the interests of the Certificateholders,
but in all cases, within three full years after the taxable year of its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state
(including any state in which such property is located) law to maintain the status of each REMIC created
hereunder as a REMIC under applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension of such grace period unless the
Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F
of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC (for federal (or any applicable
State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject any REMIC created hereunder to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following
order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate
in the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution
Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on
the Mortgage Loan (or REO Property); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and
the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which
result from the foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States
Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together,
"foreclosure") in respect of such Mortgage Loan, the Master Servicer shall cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Custodial Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the
Master Servicer shall immediately notify the Trustee (if it holds the related Custodial File) or the Custodian by
a certification of a Servicing Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are required to be deposited in the
Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in the form attached
hereto as Exhibit G, or, in the case of a Custodian, an electronic request in a form acceptable to the Custodian,
requesting delivery to it of the Custodial File. Upon receipt of such certification and request, the Trustee
shall promptly release, or cause the Custodian to release, the related Custodial File to the Master Servicer.
The Master Servicer is authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon and to cause the
removal from the registration on the MERS(R)System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of
partial or full release, including any applicable UCC termination statements. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master
Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in the form attached as Exhibit G hereto, or, in the case of a Custodian, an electronic request in
a form acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the
Custodial File be released to the Master Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Custodial File or any document therein to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or (ii) the Custodial File or such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the Person to which such Custodial
File or such document was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the
Master Servicer upon the Trustee's receipt of notification from the Master Servicer of the deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master
Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by
the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee shall not invalidate any insurance coverage under any Required Insurance Policy
or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a
Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO
Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation
or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon
(including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom
and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees, late payment charges, investment
income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the
Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. Prepayment
charges shall be deposited into the Certificate Account and shall be paid on each Distribution Date to the
holders of the Class SB Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees
and expenses of the Trustee and the Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part
except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer
shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by the amount of Compensating Interest (if any) for such Distribution Date used
to cover Prepayment Interest Shortfalls as provided in Section 3.16(f) below. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is
entitled pursuant to Section 3.10(a)(iii); and second, to any income or gain realized from any investment of
funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant
to Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master Servicer shall not withdraw
from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii) and shall not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(c).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the Mortgage Loans will be
covered first, by the Master Servicer, but only to the extent such Prepayment Interest Shortfalls do not exceed
Eligible Master Servicing Compensation.
(g) With respect to any Distribution Date, Compensating Interest derived from a particular Loan Group shall
be used on such Distribution Date to cover any Prepayment Interest Shortfalls in such Loan Group and then to
cover any Prepayment Interest Shortfalls on the other Loan Group in the same manner and priority as Excess Cash
Flow would cover such shortfalls pursuant to Section 4.02.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after it receives a written request from the Trustee or the Depositor, the
Master Servicer shall forward to the Trustee and the Depositor a statement, certified by a Servicing Officer,
setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it
relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in
or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified
in Section 3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.
The Master Servicer shall deliver to the Depositor and the Trustee on or before the earlier of (a) March
31 of each year or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the
date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, (i) a servicing assessment as described in Section 4.03(f)(ii) and (ii)
a servicer compliance statement, signed by an authorized officer of the Master Servicer, as described in Items
1122(a), 1122(b) and 1123 of Regulation AB, to the effect that:
(A) A review of the Master Servicer's activities during the reporting period and of its performance under
this Agreement has been made under such officer's supervision.
(B) To the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all of
its obligations under this Agreement in all material respects throughout the reporting period
or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status thereof.
The Master Servicer shall use commercially reasonable efforts to obtain from all other parties
participating in the servicing function any additional certifications required under Item 1123 of Regulation AB
to the extent required to be included in a Report on Form 10-K; provided, however, that a failure to obtain such
certifications shall not be a breach of the Master Servicer's duties hereunder if any such party fails to deliver
such a certification.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during
which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the date on which the annual report is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be members of the American Institute of
Certified Public Accountants, to furnish to the Depositor and the Trustee the attestation required under Item
1122(b) of Regulation AB. In rendering such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent
public accountants substantially in accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal
business hours access to all records maintained by the Master Servicer in respect of its rights and obligations
hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Depositor with its most recent financial statements and such other information
as the Master Servicer possesses regarding its business, affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but
not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from
any Person or Persons identified by the Depositor or Residential Funding. The Depositor may enforce the
obligation of the Master Servicer hereunder and may, but it is not obligated to, perform or cause a designee to
perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue
of such performance by the Depositor or its designee. Neither the Depositor nor the Trustee shall have the
responsibility or liability for any action or failure to act by the Master Servicer and they are not obligated to
supervise the performance of the Master Servicer under this Agreement or otherwise.
Section 3.21. [Reserved].
Section 3.22. Advance Facility.
(a) The Master Servicer is hereby authorized to enter into a financing or other facility (any such
arrangement, an "Advance Facility") under which (1) the Master Servicer sells, assigns or pledges to another
Person (an "Advancing Person") the Master Servicer's rights under this Agreement to be reimbursed for any
Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or
Servicing Advances required to be made by the Master Servicer pursuant to this Agreement. No consent of the
Depositor, the Trustee, the Certificateholders or any other party shall be required before the Master Servicer
may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an
Advancing Person agrees to fund Advances and/or Servicing Advances on the Master Servicer's behalf, the Master
Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to
and as required by this Agreement. If the Master Servicer enters into an Advance Facility, and for so long as an
Advancing Person remains entitled to receive reimbursement for any Advances including Nonrecoverable Advances
("Advance Reimbursement Amounts") and/or Servicing Advances including Nonrecoverable Advances ("Servicing Advance
Reimbursement Amounts" and together with Advance Reimbursement Amounts, "Reimbursement Amounts") (in each case to
the extent such type of Reimbursement Amount is included in the Advance Facility), as applicable, pursuant to
this Agreement, then the Master Servicer shall identify such Reimbursement Amounts consistent with the
reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and remit such Reimbursement Amounts in
accordance with this Section 3.22 or otherwise in accordance with the documentation establishing the Advance
Facility to such Advancing Person or to a trustee, agent or custodian (an "Advance Facility Trustee") designated
by such Advancing Person in an Advance Facility Notice described below in Section 3.22(b). Notwithstanding the
foregoing, if so required pursuant to the terms of the Advance Facility, the Master Servicer may direct, and if
so directed in writing, the Trustee is hereby authorized to and shall pay to the Advance Facility Trustee the
Reimbursement Amounts identified pursuant to the preceding sentence. An Advancing Person whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Subservicer pursuant to Section 3.02(a) or 6.02(c) hereof and shall not
be deemed to be a Subservicer under this Agreement. Notwithstanding anything to the contrary herein, in no event
shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in the Available
Distribution Amount or distributed to Certificateholders.
(b) If the Master Servicer enters into an Advance Facility and makes the election set forth in
Section 3.22(a), the Master Servicer and the related Advancing Person shall deliver to the Trustee a written
notice and payment instruction (an "Advance Facility Notice"), providing the Trustee with written payment
instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts
(each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent
Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed
to the Advancing Person or to an Advance Facility Trustee designated in the Advance Facility Notice. An Advance
Facility Notice may only be terminated by the joint written direction of the Master Servicer and the related
Advancing Person (and any related Advance Facility Trustee).
(c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances
made with respect to the Mortgage Loans for which the Master Servicer would be permitted to reimburse itself in
accordance with Section 3.10(a)(ii) and (vii) hereof, assuming the Master Servicer or the Advancing Person had
made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, except with respect to
reimbursement of Nonrecoverable Advances as set forth in Section 3.10(c) of this Agreement, no Person shall be
entitled to reimbursement from funds held in the Certificate Account for future distribution to
Certificateholders pursuant to this Agreement. Neither the Depositor nor the Trustee shall have any duty or
liability with respect to the calculation of any Reimbursement Amount, nor shall the Depositor or the Trustee
have any responsibility to track or monitor the administration of the Advance Facility and the Depositor shall
not have any responsibility to track, monitor or verify the payment of Reimbursement Amounts to the related
Advancing Person or Advance Facility Trustee. The Master Servicer shall maintain and provide to any successor
master servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, sold, pledged or
assigned to, and reimbursed to any Advancing Person. The successor master servicer shall be entitled to rely on
any such information provided by the Master Servicer, and the successor master servicer shall not be liable for
any errors in such information.
(d) Upon the direction of and at the expense of the Master Servicer, the Trustee agrees to execute such
acknowledgments, certificates, and other documents reasonably satisfactory to the Trustee provided by the Master
Servicer and reasonably satisfactory to the Trustee recognizing the interests of any Advancing Person or Advance
Facility Trustee in such Reimbursement Amounts as the Master Servicer may cause to be made subject to Advance
Facilities pursuant to this Section 3.22, and such other documents in connection with such Advance Facility as
may be reasonably requested from time to time by any Advancing Person or Advance Facility Trustee and reasonably
satisfactory to the Trustee.
(e) Reimbursement Amounts collected with respect to each Mortgage Loan shall be allocated to outstanding
unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a
"first-in, first out" ("FIFO") basis, subject to the qualifications set forth below:
(i) Any successor Master Servicer to Residential Funding (a "Successor Master Servicer") and the Advancing
Person or Advance Facility Trustee shall be required to apply all amounts available in accordance with
this Section 3.22(e) to the reimbursement of Advances and Servicing Advances in the manner provided for
herein; provided, however, that after the succession of a Successor Master Servicer, (A) to the extent
that any Advances or Servicing Advances with respect to any particular Mortgage Loan are reimbursed from
payments or recoveries, if any, from the related Mortgagor, and Liquidation Proceeds or Insurance
Proceeds, if any, with respect to that Mortgage Loan, reimbursement shall be made, first, to the
Advancing Person or Advance Facility Trustee in respect of Advances and/or Servicing Advances related to
that Mortgage Loan to the extent of the interest of the Advancing Person or Advance Facility Trustee in
such Advances and/or Servicing Advances, second to the Master Servicer in respect of Advances and/or
Servicing Advances related to that Mortgage Loan in excess of those in which the Advancing Person or
Advance Facility Trustee Person has an interest, and third, to the Successor Master Servicer in respect
of any other Advances and/or Servicing Advances related to that Mortgage Loan, from such sources as and
when collected, and (B) reimbursements of Advances and Servicing Advances that are Nonrecoverable
Advances shall be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand,
and any such Successor Master Servicer, on the other hand, on the basis of the respective aggregate
outstanding unreimbursed Advances and Servicing Advances that are Nonrecoverable Advances owed to the
Advancing Person, Advance Facility Trustee or Master Servicer pursuant to this Agreement, on the one
hand, and any such Successor Master Servicer, on the other hand, and without regard to the date on which
any such Advances or Servicing Advances shall have been made. In the event that, as a result of the
FIFO allocation made pursuant to this Section 3.22(e), some or all of a Reimbursement Amount paid to the
Advancing Person or Advance Facility Trustee relates to Advances or Servicing Advances that were made by
a Person other than Residential Funding or the Advancing Person or Advance Facility Trustee, then the
Advancing Person or Advance Facility Trustee shall be required to remit any portion of such
Reimbursement Amount to the Person entitled to such portion of such Reimbursement Amount. Without
limiting the generality of the foregoing, Residential Funding shall remain entitled to be reimbursed by
the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by
Residential Funding to the extent the related Reimbursement Amount(s) have not been assigned or pledged
to an Advancing Person or Advance Facility Trustee. The documentation establishing any Advance Facility
shall require Residential Funding to provide to the related Advancing Person or Advance Facility Trustee
loan by loan information with respect to each Reimbursement Amount distributed to such Advancing Person
or Advance Facility Trustee on each date of remittance thereof to such Advancing Person or Advance
Facility Trustee, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation
of each Reimbursement Amount with respect to each Mortgage Loan.
(ii) By way of illustration, and not by way of limiting the generality of the foregoing, if the Master
Servicer resigns or is terminated at a time when the Master Servicer is a party to an Advance Facility,
and is replaced by a Successor Master Servicer, and the Successor Master Servicer directly funds
Advances or Servicing Advances with respect to a Mortgage Loan and does not assign or pledge the related
Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee, then all payments and
recoveries received from the related Mortgagor or received in the form of Liquidation Proceeds with
respect to such Mortgage Loan (including Insurance Proceeds collected in connection with a liquidation
of such Mortgage Loan) will be allocated first to the Advancing Person or Advance Facility Trustee until
the related Reimbursement Amounts attributable to such Mortgage Loan that are owed to the Master
Servicer and the Advancing Person, which were made prior to any Advances or Servicing Advances made by
the Successor Master Servicer, have been reimbursed in full, at which point the Successor Master
Servicer shall be entitled to retain all related Reimbursement Amounts subsequently collected with
respect to that Mortgage Loan pursuant to Section 3.10 of this Agreement. To the extent that the
Advances or Servicing Advances are Nonrecoverable Advances to be reimbursed on an aggregate basis
pursuant to Section 3.10 of this Agreement, the reimbursement paid in this manner will be made pro rata
to the Advancing Person or Advance Facility Trustee, on the one hand, and the Successor Master Servicer,
on the other hand, as described in clause (i)(B) above.
(f) The Master Servicer shall remain entitled to be reimbursed for all Advances and Servicing Advances
funded by the Master Servicer to the extent the related rights to be reimbursed therefor have not been sold,
assigned or pledged to an Advancing Person.
(g) Any amendment to this Section 3.22 or to any other provision of this Agreement that may be necessary or
appropriate to effect the terms of an Advance Facility as described generally in this Section 3.22, including
amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the
Depositor and the Master Servicer without the consent of any Certificateholder, with written confirmation from
each Rating Agency that the amendment will not result in the reduction of the ratings on any Class of the
Certificates below the lesser of the then current or original ratings on such Certificates and delivery of an
Opinion of Counsel as required under Section 11.01(c), notwithstanding anything to the contrary in Section 11.01
of or elsewhere in this Agreement.
(h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor, any Successor Master Servicer or
any other Person might otherwise have against the Master Servicer under this Agreement shall not attach to any
rights to be reimbursed for Advances or Servicing Advances that have been sold, transferred, pledged, conveyed or
assigned to any Advancing Person.
(i) At any time when an Advancing Person shall have ceased funding Advances and/or Servicing Advances (as
the case may be) and the Advancing Person or related Advance Facility Trustee shall have received Reimbursement
Amounts sufficient in the aggregate to reimburse all Advances and/or Servicing Advances (as the case may be) the
right to reimbursement for which were assigned to the Advancing Person, then upon the delivery of a written
notice signed by the Advancing Person and the Master Servicer or its successor or assign) to the Trustee
terminating the Advance Facility Notice (the "Notice of Facility Termination"), the Master Servicer or its
Successor Master Servicer shall again be entitled to withdraw and retain the related Reimbursement Amounts from
the Custodial Account pursuant to Section 3.10.
(j) After delivery of any Advance Facility Notice, and until any such Advance Facility Notice has been
terminated by a Notice of Facility Termination, this Section 3.22 may not be amended or otherwise modified
without the prior written consent of the related Advancing Person.
Section 3.23. Special Servicing.
(a) Subject to the conditions described in Section 3.23(b) below, the Holder of the Class SB Certificates
may (but is not obligated to) appoint a special servicer (each, a "Special Servicer") to service any Mortgage
Loan which is delinquent in payment by 120 days or more as of the related Special Servicing Transfer Date;
provided, however, that the aggregate Stated Principal Balance of Mortgage Loans transferred to a Special
Servicer pursuant to this Section shall not equal or exceed 10% of the Cut-off Date Balance. The Holder of the
Class SB Certificates shall give the Trustee and the Master Servicer not less than 40 days prior written notice
of the date on which it anticipates the transfer of servicing with respect to any Mortgage Loan to a Special
Servicer to occur (the "Special Servicing Transfer Date"), specifying (i) the Mortgage Loan(s) that it intends to
transfer and (ii) the related Special Servicer.
(b) Any Special Servicer appointed pursuant to Section 3.23(a) above shall (i) be rated in one of the two
highest rating categories as a special servicer by at least two of Standard & Poor's, Xxxxx'x and Xxxxx Ratings,
(ii) satisfy and be subject to all requirements and obligations of a Subservicer under this Agreement, including
but not limited to, servicing in accordance with the Program Guide and this Agreement, (iii) be approved by the
Master Servicer (which approval shall not be unreasonably withheld), (iv) be capable of full compliance with
Regulation AB and (v) sign an acknowledgement agreeing to be bound by this Agreement. In addition, no Special
Servicer may modify a Mortgage Loan without the prior written consent of the Master Servicer and such
modification shall be in compliance with Section 3.07(a) hereof.
(c) In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master
Servicer or Subservicer of such Mortgage Loan (the "Transferring Servicer") shall, at such Special Servicer's
expense, deliver to such Special Servicer all documents and records relating to such Mortgage Loan and an
accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and
efficient transfer of the servicing of such Mortgage Loan to such Special Servicer. Such Special Servicer shall
thereupon assume all of the rights and obligations of the Transferring Servicer hereunder arising from and after
the Special Servicing Transfer Date, including the right to receive the related Subservicing Fee from payments of
interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than
that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no
further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall
remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the
transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the
Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer.
(d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring
Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the
Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to
be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing
Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In
addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates
or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the
applicable Subservicing Agreement.
(e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer
harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees
and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in
connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon
or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer
Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and
all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such
Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the
obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.
Section 3.24. Credit Risk Manager.
For and on behalf of the Trust, the Credit Risk Manager will monitor the performance of the Master
Servicer, and make recommendations to the Master Servicer regarding certain Delinquent and defaulted Mortgage
Loans and will report on the performance of such Mortgage Loans, pursuant to the Credit Risk Management
Agreement. Such reports and recommendations will be based upon information provided to the Credit Risk Manager
pursuant to the Credit Risk Management Agreement, and the Credit Risk Manager shall look solely to the Master
Servicer for all information and data (including loss and delinquency information and data) relating to the
servicing of the Mortgage Loans.
Section 3.25. Limitation Upon Liability of the Credit Risk Manager.
Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under
any liability to the Trustee, the Certificateholders, the Master Servicer and/or the Depositor for any action
taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance
upon information provided by the Master Servicer under the Credit Risk Management Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person
against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its
performance of its duties. The Credit Risk Manager and any director, officer, employee, or agent of the Credit
Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information
furnished by the Master Servicer pursuant to the Credit Risk Management Agreement in the performance of its
duties thereunder and hereunder.
Section 3.26. Removal of the Credit Risk Manager.
The Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders holding not less
than 66 2/3% of the Voting Rights in the Trust Fund, in the exercise of its or their sole discretion. The
Certificateholders shall provide written notice of the Credit Risk Manager's removal to the Trustee. Upon receipt
of such notice, the Trustee shall provide written notice to the Credit Risk Manager and the Master Servicer of
its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager and the Master
Servicer. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section
shall not become effective until the appointment of a successor Credit Risk Manager.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in
which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to
the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in
the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant
to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall
determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest
Trust Trustee in writing of the amount so calculated. On or prior to each Distribution Date, the Master Servicer
shall withdraw from the Custodial Account an amount equal to the Credit Risk Manager Fee for such Distribution
Date and shall pay or direct the Trustee to pay from the Certificate Account such amount to the Credit Risk
Manager.
(c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution Date next following the date of such investment (except
that (i) if such Permitted Investment is an obligation of the institution that maintains such account or fund for
which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date,
pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold
or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit
of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and
distribute the Available Distribution Amount, if any, for such date to the interests issued in respect of
REMIC I, REMIC II, REMIC III and REMIC IV as specified in this Section.
(b) (1) On each Distribution Date, the REMIC I Distribution Amount shall be deemed to be distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests represented thereby in the amounts and with the
priorities set forth in the definition thereof.
(2) On each Distribution Date, the REMIC II Distribution Amount shall be deemed to be
distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests represented thereby in
the amounts and with the priorities set forth in the definition thereof.
(3) On each Distribution Date, the REMIC III Distribution Amount shall be deemed to be
distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests represented thereby in
the amounts and with the priorities set forth in the definition thereof.
(4) On each Distribution Date, the REMIC IV Distribution Amount shall be deemed to have
been distributed by REMIC IV to the Certificateholders on account of the REMIC IV Regular Interests
represented thereby in the amounts and with the priorities set forth in the definition thereof.
(5) On each Distribution Date, the amount, if any, deemed received by the Class SB
Certificates in respect of REMIC IV Regular Interest IO and under the SB-AB Swap Agreement shall be deemed
to have been paid on behalf of the Class SB Certificates by the Supplemental Interest Trust Trustee
pursuant to Section 4.10 in respect of the Net Swap Payment owed to the Swap Counterparty. On each
Distribution Date, the amount, if any, received by the Supplemental Interest Trust Trustee from the Swap
Counterparty in respect of the Swap Agreement shall be deemed to have been received by the Supplemental
Interest Trust Trustee on behalf of the Class SB Certificate. On each Distribution Date, amounts paid to
the Class A and Class M Certificates pursuant to Section 4.02(c)(vii) in respect of Basis Risk Shortfall
shall be deemed to have been paid by the Class SB Certificateholders pursuant to the SB-AM Swap Agreement.
(c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent
appointed by the Trustee and the Supplemental Interest Trust Trustee, shall distribute to each Certificateholder
of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has
so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share with
respect to each Class of Certificates, shall be based on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder of the following amounts), in the following order of
priority, in each case to the extent of the Available Distribution Amount on deposit in the Certificate Account
(except, with respect to clause (i) below, to the extent of and in the priority of the Class A Interest
Distribution Priority) and the Supplemental Interest Trust Account pursuant to Section 4.10(c) (or, with respect
to clause (xi)(B) below, to the extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A Certificates
with respect to such Distribution Date, which amounts shall be allocated pursuant to the Class A
Interest Distribution Priority, plus any related amounts accrued pursuant to this clause (i) but
remaining unpaid from any prior Distribution Date, being paid from and in reduction of the Available
Distribution Amount for such Distribution Date;
(ii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, Accrued Certificate Interest payable on the Class M
Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this
clause (ii) but remaining unpaid from any prior Distribution Date, sequentially, to the Class M-1
Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4
Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7
Certificateholders, Class M-8 Certificateholders, Class M-9 Certificateholders and Class M-10
Certificateholders, in that order, being paid from and in reduction of the Available Distribution Amount
for such Distribution Date;
(iii) [reserved];
(iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the
Certificate Principal Balance of the applicable Certificates in each case to the extent of the remaining
Principal Distribution Amount:
(A) first, concurrently, the Group I Principal Distribution Amount shall be distributed sequentially to the
Class A-I-1 Certificateholders, Class A-I-2 Certificateholders, Class A-I-3 Certificateholders
and Class A-I-4 Certificateholders, in that order, in each case until the Certificate Principal
Balance thereof has been reduced to zero and the Group II Principal Distribution Amount, to the
Class A-II Certificateholders, until the Certificate Principal Balance thereof has been reduced
to zero;
(B) second, after application of payments pursuant to clause (A), concurrently, the Group II Principal
Distribution Amount, sequentially, to the Class A-I-1 Certificateholders, Class A-I-2
Certificateholders, Class A-I-3 Certificateholders and Class A-I-4 Certificateholders, in that
order, in each case until the Certificate Principal Balance thereof has been reduced to zero
and the Group I Principal Distribution Amount, to the Class A-II Certificateholders, until the
Certificate Principal Balance thereof has been reduced to zero;
(C) third, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, in each case
until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero;
(D) fourth, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero;
(E) fifth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero;
(F) sixth, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero;
(G) seventh, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero;
(H) eighth, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;
(I) ninth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero;
(J) tenth, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero;
(K) eleventh, to the Class M-9 Certificateholders, the Class M-9 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero; and
(L) twelfth, to the Class M-10 Certificateholders, the Class M-10 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-10 Certificates has been reduced to zero; and
(v) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest
Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Prepayment
Interest Shortfalls allocated thereto to the extent not offset by Eligible Master Servicing Compensation
on such Distribution Date;
(vi) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest
Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii) (A) concurrently, (1) to the Class A-I Certificateholders, the amount of any unpaid Group I Basis Risk
Shortfalls allocated thereto, on a pro rata basis based on the amount of unpaid Group I Basis Risk
Shortfalls allocated thereto, and (2) to the Class A-II Certificateholders, the amount of any unpaid
Group II Basis Risk Shortfalls allocated thereto, and (B) sequentially, to the Class M-1
Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4
Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7
Certificateholders, Class M-8 Certificateholders, Class M-9 Certificateholders and Class M-10
Certificateholders, in that order, the related Class M Basis Risk Shortfall for such Class and that
Distribution Date;
(viii) to the Class A Certificateholders and Class M Certificateholders, Relief Act Shortfalls allocated
thereto for such Distribution Date, on a pro rata basis based on Relief Act Shortfalls allocated thereto
for such Distribution Date,
(ix) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, on a pro rata basis based on their
respective principal portion of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, and then, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificateholders, in that order,
the principal portion of any Realized Losses previously allocated to such Class and remaining
unreimbursed;
(x) to the Supplemental Interest Trust Account for payment to the Swap Counterparty, any Swap Termination
Payments due to a Swap Counterparty Trigger Event;
(xi) to the Class SB Certificates, (A) from the amount, if any, of the Excess Cash Flow remaining after the
foregoing distributions, the sum of (I) Accrued Certificate Interest thereon, (II) the amount of any
Overcollateralization Reduction Amount for such Distribution Date and (III) for any Distribution Date
after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates
has been reduced to zero, the Overcollateralization Amount, (B) from prepayment charges on deposit in
the Certificate Account, any prepayment charges received on the Mortgage Loans during the related
Prepayment Period and (C) from Net Swap Payments received by the Supplemental Interest Trust Trustee, if
any, the amount of such Net Swap Payments remaining after the foregoing distributions; and
(xii) to the Class R Certificateholders, the balance, if any, of the Excess Cash Flow.
(d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a
Class of Class A Certificates or Class M Certificates to zero, such Class of Certificates will not be entitled to
further distributions pursuant to Section 4.02.
(e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be 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 Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(f) 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 Distribution Date, 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 such Distribution Date,
distribute, or cause to be distributed, on such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates
will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the
office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates
from and after the end of the prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the
Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account and with respect to each
Distribution Date the Master Servicer shall forward to the Trustee and the Credit Risk Manager and the Trustee
shall forward by mail or otherwise make available electronically on its website (which may be obtained by any
Certificateholder by telephoning the Trustee at (000) 000-0000) to each Holder and the Depositor a statement
setting forth the following information as to each Class of Certificates, in each case to the extent applicable:
(i) the applicable Record Date, Determination Date and Distribution Date, and the date on which the
applicable Interest Accrual Period commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment
amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the Master Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving such fees or
expenses;
(v) (A) the amount of such distribution to the Certificateholders of such Class applied to
reduce the Certificate Principal Balance thereof, and (B) the aggregate amount included therein
representing Principal Prepayments;
(vi) the amount of such distribution to Holders of such Class of Certificates allocable to interest
(including amounts payable as a portion of the Excess Cash Flow);
(vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would
be distributable to such Holders if there were sufficient funds available therefor, the amount of the
shortfall;
(viii) the amount of any Advance by the Master Servicer with respect to the Group I Loans and Group II Loans
pursuant to Section 4.04;
(ix) the number and Stated Principal Balance of the Group I Loans, the Group II Loans and the Mortgage Loans
in the aggregate after giving effect to the distribution of principal on such Distribution Date;
(x) the Certificate Principal Balance of each Class of the Certificates, before and after giving effect to
the amounts distributed on such Distribution Date;
(xi) the Certificate Principal Balance of each Class of Class A Certificates as of the Closing Date;
(xii) the Certificate Principal Balance of each Class of Class M Certificates as of the Closing Date;
(xiii) the number and Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date and the number of Mortgage Loans at the beginning and end of the
related Due Period;
(xiv) on the basis of the most recent reports furnished to it by Subservicers, (A) the number and Stated
Principal Balances of Group I Loans and Group II Loans that are Delinquent (1) 30-59 days, (2) 60-89
days and (3) 90 or more days and the number and Stated Principal Balances of Group I Loans and Group II
Loans that are in foreclosure, (B) the number and aggregate principal balances of the Group I Loans,
Group II Loans and the Mortgage Loans in the aggregate that are Reportable Modified Mortgage Loans that
are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other
Servicing Modifications and totals, and (C) for all Reportable Modified Mortgage Loans, the number and
aggregate principal balances of the Group I Loans, Group II Loans and the Mortgage Loans in the
aggregate that have been liquidated, the subject of pay-offs and that have been repurchased by the
Master Servicer or Seller;
(xv) the amount, terms and general purpose of any Advance by the Master Servicer pursuant to Section 4.04 and
the amount of all Advances that have been reimbursed during the related Due Period;
(xvi) any material modifications, extensions or waivers to the terms of the Mortgage Loans during the Due
Period or that have cumulatively become material over time;
(xvii) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement;
(xviii) the number, aggregate principal balance and Stated Principal Balance of any REO Properties with respect
to the Group I Loans and Group II Loans;
(xix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such Distribution Date;
(xx) the aggregate amount of Realized Losses with respect to the Group I Loans and Group II Loans for such
Distribution Date and the aggregate amount of Realized Losses with respect to the Group I Loans and
Group II Loans incurred since the Cut-off Date;
(xxi) the Pass-Through Rate on each Class of Certificates, the Group I Net WAC Cap Rate and the Group II Net
WAC Cap Rate;
(xxii) the Group I Basis Risk Shortfalls, Group II Basis Risk Shortfalls, Class M Basis Risk Shortfalls and
Prepayment Interest Shortfalls;
(xxiii) the Overcollateralization Amount and the Required Overcollateralization Amount following such
Distribution Date;
(xxiv) the number and aggregate principal balance of the Group I Loans and Group II Loans repurchased under
Section 4.07;
(xxv) the aggregate amount of any recoveries with respect to the Group I Loans and Group II Loans on
previously foreclosed loans from Residential Funding;
(xxvi) the weighted average remaining term to maturity of the Group I Loans and Group II Loans after giving
effect to the amounts distributed on such Distribution Date;
(xxvii) the weighted average Mortgage Rates of the Group I Loans and Group II Loans after giving effect to the
amounts distributed on such Distribution Date;
(xxviii) the amount of any Net Swap Payment payable to the Supplemental Interest Trust Trustee on behalf of the
Supplemental Interest Trust, any Net Swap Payment payable to the Swap Counterparty, any Swap Termination
Payment payable to the Trustee on behalf of the Supplemental Interest Trust and any Swap Termination
Payment payable to the Swap Counterparty; and
(xxix) the occurrence of the Stepdown Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided
to the Trustee as set forth in this Section 4.03(a), the Master Servicer shall provide to any manager of a trust
fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the
request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified
Mortgage Loans substantially in the form attached hereto as Exhibit U to such Rating Agency within a reasonable
period of time; provided, however, that the Master Servicer shall not be required to provide such information
more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the Master Servicer receives a written request from a Holder of
a Certificate, other than a Class R Certificate, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder
of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses
(iv) and (v) of subsection (a) above aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the Master Servicer receives a written request from any Holder
of a Class R Certificate, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause
to be forwarded, to each Person who at any time during the calendar year was the Holder of a Class R Certificate,
a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated
for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R
Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably
practicable, shall provide the requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause
to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange
Act, and the rules and regulations of the Commission thereunder, including without limitation, reports on Form
10-K, Form 10-D and Form 8-K. In connection with the preparation and filing of such periodic reports, the Trustee
shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents
relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that
are received by a Responsible Officer of the Trustee, (III) notice of all matters that, to the actual knowledge
of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than
those matters that have been submitted to a vote of the Certificateholders at the request of the Depositor or the
Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders
as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with
respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or
relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master
Servicer's own negligence or willful misconduct.
(f) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include, with respect
to the Certificates relating to such 10-K:
(i) A certification, signed by the senior officer in charge of the servicing functions of the Master
Servicer, in the form attached as Exhibit T-1 hereto or such other form as may be required or permitted
by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the
Exchange Act and any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year with all applicable
servicing criteria set forth in relevant Commission regulations with respect to mortgage-backed
securities transactions taken as a whole involving the Master Servicer that are backed by the same types
of assets as those backing the certificates, as well as similar reports on assessment of compliance
received from other parties participating in the servicing function as required by relevant Commission
regulations, as described in Item 1122(a) of Regulation AB. The Master Servicer shall obtain from all
other parties participating in the servicing function any required assessments.
(iii) With respect to each assessment report described immediately above, a report by a registered public
accounting firm that attests to, and reports on, the assessment made by the asserting party, as set
forth in relevant Commission regulations, as described in Regulation 1122(b) of Regulation AB and
Section 3.19.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.18.
(g) In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit T-2.
(h) This Section 4.03 may be amended in accordance with this Agreement without the consent of the
Certificateholders.
(i) The Trustee shall make available on the Trustee's internet website each of the reports filed with the
Commission by or on behalf of the Depositor under the Exchange Act, as soon as reasonably practicable upon
delivery of such report to the Trustee.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master
Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the
Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to
Certificateholders by the Master Servicer on request) (provided that the Master Servicer shall use its best
efforts to deliver such written statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Available Distribution Amount, (ii) the amounts required to
be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amount of Prepayment
Interest Shortfalls and Basis Risk Shortfalls and (iv) the Net Swap Payments and Swap Termination Payments, if
any, for such Distribution Date. The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be
protected in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall
either (i) remit to the Trustee for deposit in the Certificate Account from its own funds, or funds received
therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of
the related Distribution Date, which shall be in an aggregate amount equal to the sum of (A) the aggregate amount
of Monthly Payments other than Balloon Payments (with each interest portion thereof adjusted to a per annum rate
equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions
or Relief Act Shortfalls, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period,
which Monthly Payments were due during the related Due Period and not received as of the close of business as of
the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance
and (B) with respect to each Balloon Loan delinquent in respect of its Balloon Payment as of the close of
business on the related Determination Date, an amount equal to the assumed Monthly Payment (with each interest
portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate) that would have been due on the
related Due Date based on the original amortization schedule for such Balloon Loan until such Balloon Loan is
finally liquidated, over any payments of interest or principal (with each interest portion thereof adjusted to a
per annum rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close of business on
the related Determination Date and allocable to the Due Date during the related Due Period for each month until
such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit in the Custodial Account and remit
to the Trustee for deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution
in discharge of any such Advance, or (iii) make advances in the form of any combination of clauses (i) and (ii)
aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on
any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit
Date shall be less than payments to Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b)
that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made
by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer that it has made
a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall
be evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event
that the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it
will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such
notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer
shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume
the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the
Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee
shall deposit all funds it receives pursuant to this Section 4.04(b) into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) 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 Modifications, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a
Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due in the month in which such Distribution Date
OCCURS. The amount of each Realized Loss shall be evidenced by an Officers' Certificate.
(b) All Realized Losses on the Mortgage Loans shall be allocated as follows:
(i) first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02;
(ii) second, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero;
(iii) third, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(iv) fourth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(v) fifth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(vi) sixth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(vii) seventh, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(viii) eighth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(ix) ninth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(x) tenth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(xi) eleventh, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(xii) twelfth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and
(xiii) thirteenth, for losses on the Group I Loans to the Class A-I-1, Class A-I-2, Class A-I-3 and Class A-I-4
Certificates on a pro rata basis, based on their then outstanding Certificate
Principal Balances prior to giving effect to distributions to be made on such
Distribution Date, until the Certificate Principal Balance of each such Class has been
reduced to zero and for losses on the Group II Loans, to the Class A-II Certificates,
until the Certificate Principal Balance thereof has been reduced to zero.
(c) An allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of
Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such
Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect
to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable on such Distribution Date in the case of an interest
portion of a Realized Loss. Any allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class A Certificates or Class M Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such
Distribution Date; provided, that no such reduction shall reduce the aggregate Certificate Principal Balance of
the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Allocations of the interest
portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification)
shall be made by operation of the definition of "Accrued Certificate Interest" for each Class for such
Distribution Date. Allocations of the interest portion of a Realized Loss resulting from an interest rate
reduction in connection with a Servicing Modification shall be made by operation of the priority of payment
provisions of Section 4.02(c). Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the priority of payment provisions of Section 4.02(c). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC I
Regular Interests, the REMIC II Regular Interests and the REMIC III Regular Interests as provided in the
definition of REMIC I Realized Losses, REMIC II Realized Losses and REMIC III Realized Losses, respectively.
(e) Realized Losses allocated to the Excess Cash Flow or the Overcollateralization Amount pursuant to
paragraphs (a), (b) or (c) of this Section, the definition of Accrued Certificate Interest and the operation of
Section 4.02(c) shall be deemed allocated to the Class SB Certificates. Realized Losses allocated to the
Class SB Certificates shall, to the extent such Realized Losses represent Realized Losses on an interest portion,
be allocated to REMIC IV Regular Interest SB-IO. Realized Losses allocated to the Excess Cash Flow pursuant to
paragraph (b) of this Section shall be deemed to reduce Accrued Certificate Interest on REMIC IV Regular Interest
SB-IO. Realized Losses allocated to the Overcollateralization Amount pursuant to paragraph (b) of this
Section shall be deemed first to reduce the principal balance of REMIC IV Regular Interest SB-PO until such
principal balance shall have been reduced to zero and thereafter to reduce accrued and unpaid interest on REMIC
IV Regular Interest SB-IO.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns with respect to the receipt of
mortgage interest received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged
Property and the informational returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, and deliver to the
Trustee an Officers' Certificate on or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, stating that such reports have been filed. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and
6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
(a) With respect to any Mortgage Loan which is delinquent in payment by 90 days or more, (i) the Holder of
the Class SB Certificate may, at its option, upon twenty days prior written notice to the Master Servicer,
purchase such Mortgage Loan from the Trustee at the Purchase Price therefore, except that in no event shall the
Holder of the Class SB Certificate purchase such Mortgage Loan where the aggregate value of all such Mortgage
Loans purchased by the Holder of the Class SB Certificate would be greater than three percent (3%) of the
Certificate Principal Balance of any Certificate and (ii) if the Holder of the Class SB Certificate fails to
provide notice pursuant to the immediately preceding sentence, the Master Servicer may, at its option, purchase
such Mortgage Loan from the Trustee at the Purchase Price therefor; provided, that with respect to the Master
Servicer, such Mortgage Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only
be eligible for purchase pursuant to this Section during the period beginning on the first Business Day of the
following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter; and provided, further, that such Mortgage Loan is 90 days or more delinquent at the
time of repurchase. Such option if not exercised shall not thereafter be reinstated as to any Mortgage Loan,
unless the delinquency is cured and the Mortgage Loan thereafter again becomes delinquent in payment by 90 days
or more in a subsequent Calendar Quarter.
(b) If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the
Purchase Price for such a Mortgage Loan as provided in clause (a) above, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited
in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of
the Master Servicer without recourse to the Master Servicer which shall succeed to all the Trustee's right, title
and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders with
respect thereto.
Section 4.08. [Reserved].
Section 4.09. [Reserved].
Section 4.10. Supplemental Interest Trust; Swap Agreement.
(a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its
name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for
the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement.
It is intended that the Supplemental Interest Trust be classified for federal income tax purposes as a grantor
trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders
are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and
the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.
(b) The Supplemental Interest Trust Trustee shall deposit in the Supplemental Interest Trust Account all
payments that are payable to the Supplemental Interest Trust under the Swap Agreement. Net Swap Payments and
Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event)
payable by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be
excluded from the Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to
the Certificateholders. On each Distribution Date, such amounts will be remitted by the Supplemental Interest
Trust Trustee to the Supplemental Interest Trust Account for payment to the Swap Counterparty, and such amounts
(plus any amounts deposited into the Supplemental Interest Trust Account pursuant to Section 4.02(c)(x)) shall be
paid to the Swap Counterparty in the following order of priority: first to make any Net Swap Payment owed to the
Swap Counterparty pursuant to the Swap Agreement for such Distribution Date; and second to make any Swap
Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the
Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the
Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental
Interest Trust Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on
such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment
triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will
be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be
paid as set forth under Section 4.02.
(c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf
of the Supplemental Interest Trust pursuant to the Swap Agreement shall be deposited by the Supplemental Interest
Trust Trustee into the Supplemental Interest Trust Account and shall be applied in accordance with Section 4.02.
(d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee agrees to comply with
the terms of the Swap Agreement and to enforce the terms and provisions thereof against the Swap Counterparty at
the written direction of the Holders of Certificates entitled to at least 51% of the Voting Rights, or if the
Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the
written direction of Residential Funding.
(e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental
Interest Trust Account from time to time shall continue to constitute assets of the Supplemental Interest Trust,
but not of the REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.10.
The Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the
owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records
that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental
Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the
Supplemental Interest Trust Account in Permitted Investments. In the absence of written direction to the
Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental Interest Trust
Account shall remain uninvested. Notwithstanding the foregoing, the Supplemental Interest Trust Account shall be
terminated at such time when there are no payments due or payable pursuant to the Swap Agreement.
(f) The Supplemental Interest Trust Trustee shall, on behalf of the holders of each Class of Certificates
(other than the Class SB Certificates and Class R Certificates) enter into the SB-AM Swap Agreement, with itself,
on behalf of the holders of the Class SB Certificates. The holders of the Class SB Certificates hereby appoint
the Supplemental Interest Trust Trustee to act on their behalf with respect to entering into the SB-AM Swap
Agreement. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB
Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to
the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates
over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO
Distribution Amount"). In addition, pursuant to the SB-AM Swap Agreement, the holder of the Class SB
Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the
Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement
shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R
Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the
holders of such Certificates in respect of the REMIC IV Regular Interest corresponding to such Class of
Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the
SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as
representing not only ownership of regular interests in REMIC IV, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.
(g) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use
reasonable efforts to appoint a successor swap counterparty. To the extent that the Supplemental Interest Trust
Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee
shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the
Supplemental Interest Trust receives a Swap Termination Payment from the Swap Counterparty and a replacement swap
agreement or similar agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust
Trustee of such Swap Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap
Termination Payment into a separate, non interest bearing account and will, on each subsequent Distribution Date,
withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty
calculated in accordance with the terms of the original Swap Agreement, and deposit such amount into the
Supplemental Interest Trust Account for distribution on such Distribution Date pursuant to Section 4.02(c). To
the extent that the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap
Counterparty, any upfront payment received from the counterparty to a replacement swap agreement will be used to
pay such Swap Termination Payment prior to using any portion of the Available Distribution Amount for such
Distribution Date.
(h) The Supplemental Interest Trust Trustee is hereby directed by the Depositor, on or before the Closing
Date, to sign the Swap Agreement and the SB-AM Swap Agreement on behalf of the Supplemental Interest Trust for
the benefit of the Certificateholders, in the form presented to it by the Depositor. The Supplemental Interest
Trust Trustee shall have no responsibility for the contents, adequacy or sufficiency of the Swap Agreement or the
SB-AM Swap Agreement, including, without limitation, any representations and warranties contained herein.
Section 4.11. Posted Collateral Account
(a) On the Closing Date, the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, shall establish and maintain a Posted Collateral Account pursuant to the terms of the Swap
Agreement.
(b) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall
deposit in the Posted Collateral Account all collateral posted by the Swap Counterparty pursuant to Paragraph
13(g)(i) of the credit support annex to the Swap Agreement and held by the Supplemental Interest Trust Trustee,
on behalf of the Supplemental Interest Trust, pursuant to the credit support annex to the Swap Agreement. Assets
deposited into the Posted Collateral Account (i) shall not be commingled or used with any other asset held by the
Supplemental Interest Trust Trustee and (ii) shall not be transferred to any other person or entity except as may
be provided in the Swap Agreement.
(c) The Posted Collateral Account shall be an Eligible Account. The Supplemental Interest Trust
Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the Posted
Collateral Account in Permitted Investments. In the absence of written direction to the Supplemental Interest
Trust Trustee from the Master Servicer, all funds in the Posted Collateral Account shall remain uninvested.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A Certificates, Class M Certificates, Class SB Certificates and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be
executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the
order of the Depositor upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01.
Each class of Class A Certificates and the Class M Certificates shall be issuable in minimum dollar denominations
of $100,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in
registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess
thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum
percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one
Class R Certificate of each Class will be issuable to the REMIC Administrator as "tax matters person" pursuant to
Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%. The
Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
(b) (i) The Class A Certificates and Class M Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except as provided below, registration
of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to each Class A Certificate and Class M Certificate
through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(ii) The Trustee, the Master Servicer and the Depositor may for all purposes (including the
making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the
authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a
reasonable record date in connection with solicitations of consents from or voting by Certificateholders and
shall give notice to the Depository of such record date.
(iii) If with respect to any Book-Entry Certificate (i)(A) the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly discharge its responsibilities as
Depository with respect to such Book-Entry Certificate and (B) the Depositor is unable to locate a qualified
successor, or (ii) (A) the Depositor at its option advises the Trustee in writing that it elects to terminate the
book-entry system for such Book-Entry Certificate through the Depository and (B) upon receipt of notice from the
Depository of the Depositor's election to terminate the book-entry system for such Book-Entry Certificate, the
Depository Participants holding beneficial interests in such Book-Entry Certificates agree to initiate such
termination, the Trustee shall notify all Certificate Owners of such Book-Entry Certificate, through the
Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall
issue the Definitive Certificates.
(iv) In addition, if an Event of Default has occurred and is continuing, each Certificate
Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such
Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or
the related Depository Participant with directions for the Certificate Registrar to exchange or cause the
exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest
in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the
Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information
regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository
Participant account to be debited with the decrease, the registered holder of and delivery instructions for the
Definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the
Certificate Registrar shall instruct the Depository to reduce the related Depository Participant's account by the
aggregate Certificate Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in such Class of Certificates and (iii) the Trustee shall execute and the Certificate Registrar shall
authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance
of such Class of Certificates by the amount of the Definitive Certificates.
(v) None of the Depositor, the Master Servicer or the Trustee shall be liable for any
actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any
instructions required under this Section 5.01 and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial
Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such
laws may be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in
accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee
maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB Certificate or Class R
Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
(d) (i) No transfer, sale, pledge or other disposition of a Class SB Certificate or Class R Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration
requirements of the Securities Act, and any applicable state securities laws or is made in accordance with said
Act and laws.
(ii) Except as otherwise provided in this Section 5.02(d), in the event that a transfer of a Class SB
Certificate or Class R Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the
Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which
Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer,
and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form
of Exhibit I hereto, and the Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit J hereto, each acceptable to and in form and substance satisfactory to the
Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master
Servicer. In lieu of the requirements set forth in the preceding sentence, the transfer of Class SB Certificates
or Class R Certificates may be made in accordance with this Section 5.02(d) if the prospective transferee of such
a Certificate provides the Trustee and the Master Servicer with an investment letter substantially in the form of
Exhibit N-1 attached hereto, or, with respect to the Class SB Certificates, Exhibit N-2, which investment letter
shall not be an expense of the Trustee, the Depositor, or the Master Servicer, and which investment letter states
that, among other things, (A) such transferee (i) is a Qualified Institutional Buyer, acting for its own account
or the accounts of other Qualified Institutional Buyer, and (ii) is aware that the proposed transferor intends to
rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (B) with
respect to the Class SB Certificates, that it is a Person that is not a "U.S. person" as defined in Regulation S
under the Securities Act that purchased the Class SB Certificates in an Offshore Transaction as defined in
Regulation S under the Securities Act and understands that the sale of the Class SB Certificates to it is being
made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation
S thereunder. The Holder of a Class SB Certificate or Class R Certificate desiring to effect any transfer, sale,
pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master
Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or
other disposition is not so exempt or is not made in accordance with such federal and state laws and this
Agreement.
(e) (i) In the case of any Class SB or Class R Certificate presented for registration in the name of
any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of
such Class SB or Class R Certificate is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
the Depositor or the Master Servicer, or (B) the prospective transferee shall be required to provide the Trustee,
the Depositor and the Master Servicer with a certification to the effect set forth in Exhibit P (with respect to
a Class SB Certificate) or in paragraph fifteen of Exhibit H-1 (with respect to a Class R Certificate), which the
Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such transferee or the Person in whose name such
registration is requested is not an employee benefit plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an insurance company
investing its general accounts, an investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor").
(ii) Any Transferee of a Class M Certificate (or interest therein) acquired after
termination of the Supplemental Interest Trust will be deemed to have represented by virtue of its purchase or
holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on U.S. Department of Labor Prohibited Transaction
Exemption ("PTE") 94-29, as most recently amended by PTE 2002-41, 67 Fed. Reg. 54487 (Aug. 22, 2002) (the "RFC
Exemption"), and that it understands that there are certain conditions to the availability of the RFC Exemption,
including that such Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent)
by Fitch, Standard & Poor's or Xxxxx'x or (c) (x) such Transferee is an insurance company, (y) the source of
funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account"
(as defined in Prohibited Transaction Class Exemption ("PTCE") 95-60), and (z) the conditions set forth in PTCE
95-60 have been satisfied (each entity that satisfies this clause (c), a "Complying Insurance Company").
(iii) If any Class M Certificate (or any interest therein) is acquired or held by any Person
that does not satisfy the conditions described in paragraph (ii) above, then the last preceding Transferee that
either (x) is not a Plan Investor, (y) acquired such Certificate in compliance with the RFC Exemption or (z) is a
Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such Transfer of such Class M Certificate. The Trustee shall
be under no liability to any Person for making any payments due on such Certificate to such preceding Transferee.
(iv) Any purported Certificate Owner whose acquisition or holding of any Class SB or Class
M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and
the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a
result of such acquisition or holding.
(v) Each Holder of a Certificate or any interest therein acquired as of any date prior to
the termination of the Swap Agreement that is a Plan Investor shall be deemed to have represented, by its
acquisition or holding of such Certificate or any interest therein, that at least one of PTCE 84-14, 90-1, 91-38,
95-60 or 96-23 or other applicable exemption applies to such Holder's right to receive payments from the
Supplemental Interest Trust.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a
Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R
Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in
the form attached hereto as Exhibit H-1) from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a
nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit H-2, from the
Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a
proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice
that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee shall register the Transfer of any Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit H-2 and all of such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for
making any payments due on such Certificate to the holder thereof or for taking any other action with respect to
such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall
be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder
or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the
Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly
endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale,
net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses
and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master
Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the
Trustee, all information necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a Class R
Certificate to any Person who is a Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that
holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person
who is a Disqualified Organization. Reasonable compensation for providing such information may be required by
the Master Servicer from such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (iv) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of the Class A Certificates or Class M Certificates 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
(B) a certificate of the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will not cause any REMIC created hereunder to cease
to qualify as a REMIC and will not cause (x) any REMIC created hereunder to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.
(i) Notwithstanding anything to the contrary contained herein, the Trustee shall not permit the transfer of
a beneficial interest in a Class SB Certificate unless the transferee executes and delivers to the Trustee any
certification that is required pursuant to Section 8.01(e) prior to transfer.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master
Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the definition of "Certificateholder," and neither the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Master
Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as provided
in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient
to make the payments to Certificateholders in the amounts and in the manner provided for in Section 4.02, such
sum to be held in trust for the benefit of Certificateholders. The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that
such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to
the Certificateholders on the date of receipt by such Paying Agent.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any
obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Depositor and the Master Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation and as a limited liability company
under the laws of the state of its organization, respectively, and will each obtain and preserve its
qualification to do business as a foreign corporation or other Person in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Depositor
or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master
Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything in
this Section 6.02(b) to the contrary notwithstanding; provided, however, that the successor or surviving Person
to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and
provided further that the Master Servicer (or the Depositor, as applicable) shall notify each Rating Agency and
the Trustee in writing of any such merger, conversion or consolidation at least 30 days prior to the effective
date of such event.
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer
may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf
of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Trustee and the Depositor, is willing to service
the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance
reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the Master
Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates
that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced
or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from
its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and
obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence. Notwithstanding the foregoing, in the event
of a pledge or assignment by the Master Servicer solely of its rights to purchase all assets of the Trust Fund
under Section 9.01(a) (or, if so specified in Section 9.01(a), its rights to purchase the Mortgage Loans and
property acquired related to such Mortgage Loans or its rights to purchase the Certificates related thereto), the
provisos of the first sentence of this paragraph will not apply.
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.
None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the
Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
or any such Person against any breach of warranties, representations or covenants made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of
the Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any
such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the
Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and
costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor and the Master Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled
thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of
the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning
party) to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following events (whatever reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of
any Class any distribution required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the Depositor or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30 days (except that such number
of days shall be 15 in the case of a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, the Depositor
and the Trustee by the Holders of Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights by notice
in writing to the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the
Depositor), terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder; provided,
however, that a successor to the Master Servicer is appointed pursuant to Section 7.02 and such successor Master
Servicer shall have accepted the duties of Master Servicer effective upon the resignation of the Master
SERVICER. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Depositor, immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to
the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to
Section 7.02 pass to and be vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee (or its designee) as successor
Master Servicer in effecting the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be
received with respect to the Mortgage Loans. No such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or omission prior to the effective time of such
termination. Notwithstanding any termination of the activities of Residential Funding in its capacity as Master
Servicer hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly
Payment on a Mortgage Loan which was due prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master
Servicer hereunder the Depositor shall deliver to the Trustee, as successor Master Servicer, a copy of the
Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or
resigns in accordance with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's
consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the
Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this
Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties
and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as set
forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice
or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(c) by the terms and provisions hereof); provided, however, that any failure to perform
such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required
by Section 4.04 shall not be considered a default by the Trustee hereunder as successor Master Servicer. As
compensation therefor, the Trustee as successor Master Servicer shall be entitled to all funds relating to the
Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the
Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to
the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the
Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction
to appoint, any established housing and home finance institution, which is also a Xxxxxx Mae or Xxxxxxx
Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the
Trustee shall become successor to the Master Servicer and shall act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Depositor, the
Trustee, the Custodian and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. Any successor Master Servicer appointed pursuant to this
Section 7.02 shall not receive a Servicing Fee with respect any Mortgage Loan not directly serviced by the Master
Servicer on which the Subservicing Fee (i) accrues at a rate of less than 0.50% per annum and (ii) has to be
increased to a rate of 0.50% per annum in order to hire a Subservicer. The Master Servicer shall pay the
reasonable expenses of the Trustee in connection with any servicing transfer hereunder.
(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the
successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents
and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of
such Mortgage Loan on the MERS(R)System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master
Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs
of filing any assignments of Mortgage that may be required under this subsection (b). The successor Master
Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the
original with evidence of recording thereon or a copy certified by the public recording office in which such
assignment was recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give
prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all
Holders of Certificates and the Credit Risk Manager notice of each such Event of Default hereunder known to the
Trustee, unless such Event of Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or
Event of Default hereunder may waive any default or Event of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a
default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform
to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive
satisfactorily corrected documents. The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 7.03, and
10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master
Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in
this Agreement. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so
as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and (subject to
Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes
are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of
Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee by the Depositor or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less than 25% of the affected Classes
as to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the
Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii),
(iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the
Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or
any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee
to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or
in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local
taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code
and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence
or willful misconduct of the Trustee.
(e) Each Class SB Certificateholder agrees to provide any certification acceptable to the Trustee
to enable the Trust to make payments of principal and interest on the Class SB Certificates without withholding
or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or
certification in accordance with its terms or its subsequent amendments and consents to the delivery by the
Supplemental Interest Trust Trustee to the Swap Counterparty of any such certification. Such certification may
include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. If the Trust Fund
becomes subject to deduction, withholding, or other charge or assessment from, or with respect to, payments to
any Class SB Certificateholder for any present or future tax, duty, assessment, or governmental charge, then the
Trustee shall indicate the amount withheld to such Class SB Certificateholders. Such amounts shall be deemed to
have been distributed to such Class SB Certificateholders for all purposes of this Agreement.
(f) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, upon
receipt of the requisite tax identification number from or on behalf of RFC, (i) shall authorize, execute and
deliver a United States Internal Revenue Service Form W-9 or successor applicable form, or other appropriate
United States tax forms as may be required to prevent withholding or backup withholding taxes on payments to the
Supplemental Interest Trust under the Swap Agreement, to the Swap Counterparty on or before the first payment
date under the Swap Agreement and thereafter prior to the expiration or obsolescence of such form and (ii) shall,
if requested by the Swap Counterparty, deliver to the Swap Counterparty promptly upon receipt each certification
received from the Class SB Certificateholders pursuant to Section 8.01(e).
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee, or the Supplemental Interest Trust Trustee, as applicable, shall be under no obligation to
exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default
which may have occurred, the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested in writing to do so by the
Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts
of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax
Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as
determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee
shall not accept any contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have
obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the imposition
of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution of the Certificates and
relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor
or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed and authenticated by it as Certificate
Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R)System. Except as otherwise
provided herein, the Trustee shall not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Custodial Account or the Certificate Account by the Depositor or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time, and
the Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee, and the Master Servicer shall pay or reimburse the
Trustee and any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an
office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any
loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including its obligation to execute the DTC
Letter in its individual capacity, and including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Swap Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred
in connection with any actions taken by the Trustee at the direction of Certificateholders pursuant to
the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking association or a New York banking
corporation having its principal office in a state and city acceptable to the Depositor and organized and doing
business under the laws of such state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority and having a sufficient rating so as to maintain the then-current
ratings of the Certificates. If such corporation or national banking association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice
of resignation, then the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the
Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to
Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the Depositor) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above, other than any failure to comply with the provisions of Article XII, in which case no notice or grace
period shall be applicable) after the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Depositor, then the Depositor may remove the Trustee and
appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection
with the appointment of a successor trustee pursuant to the preceding sentence, the Depositor shall, on or before
the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation
that the appointment of any such successor trustee will not result in the reduction of the ratings on any Class
of the Certificates below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all
Custodial Files and related documents and statements held by it hereunder (other than any Custodial Files at the
time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor,
the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee
all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall
mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense
of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking
association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation or national banking association shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the
time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as
the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of
Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder, and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts
shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.
Section 8.11. Appointment of the Custodian.
The Trustee may, with the consent of the Master Servicer and the Depositor, or shall, at the direction
of the Master Servicer and the Depositor, appoint custodians who are not Affiliates of the Depositor or the
Master Servicer to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into a
Custodial Agreement. The Trustee is hereby directed to enter into a Custodial Agreement with Xxxxx Fargo Bank,
N.A. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with
respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for
the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement,
with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify
the Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing
Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee shall maintain an office or agency in the City of St. Xxxx, Minnesota where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at
the Corporate Trust Office for the purpose of keeping the Certificate Register. The Trustee shall maintain an
office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in
respect of this Agreement may be served.
Section 8.13. DTC Letter of Representations.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on
behalf of the Trust Fund and in its individual capacity as agent thereunder.
Section 8.14. Swap Agreements.
The Supplemental Interest Trust Trustee is hereby authorized and directed to, and agrees that it shall
(a) enter into the Swap Agreement on behalf of the Supplemental Interest Trust and (b) enter into the SB-AM Swap
Agreement on behalf of (i) the Class A Certificateholders and Class M Certificateholders on the one hand, and
(ii) the Class SB Certificateholders on the other hand. The Supplemental Interest Trust Trustee shall be
afforded all the rights and protections provided to the Trustee as described in this Article VIII.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master
Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the
Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) at the option of the Master Servicer or the Holder of the Class SB Certificates as provided in
Section 9.01(f), the purchase of all Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, at a price equal to the sum of (A) 100% of the unpaid principal
balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title
has been acquired if such fair market value is less than such unpaid principal balance) (and if such
purchase is made by the Master Servicer only, net of any unreimbursed Advances attributable to
principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified
Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of
the month in which such repurchase price is distributed, and (B) any unpaid Swap Termination Payment and
any Net Swap Payments payable to the Swap Counterparty (or any Swap Termination Payment payable to the
Swap Counterparty as a result of the exercise of the option provided for in this Section 9.01(a)(ii));
provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof; and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification
of any REMIC created hereunder as a REMIC.
The purchase price paid by the Master Servicer or the Holder of the Class SB Certificates, as
applicable, pursuant to Section 9.01(a)(ii) shall also include any amounts owed by Residential Funding pursuant to
the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that
resulted from a breach of the representation and warranty set forth in clause (xlvii) of Section 4 of the
Assignment Agreement that remain unpaid on the date of such purchase.
The right of the Master Servicer or the Holder of the Class SB Certificates, as applicable, to purchase
all of the Mortgage Loans pursuant to clause (ii) above is conditioned upon the date of such purchase occurring
on or after the Optional Termination Date. If such right is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to
the Trustee the certification required by Section 3.15, and the Trustee and the Custodian shall, promptly
following payment of the purchase price, release to the Master Servicer or the Holder of the Class SB
Certificates, as applicable, the Custodial Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the
Master Servicer or the Holder of the Class SB Certificates as provided in Section 9.01(f), shall have the right,
at its option, to purchase the Class A Certificates, Class M Certificates and Class SB Certificates in whole, but
not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto and, in the case of
Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, plus, with respect
to any optional termination by the Holder of the Class SB Certificates, an amount equal to all accrued and unpaid
Servicing Fees and reimbursement for all unreimbursed Advances and Servicing Advances, in each case through the
date of such optional termination. If the Master Servicer or the Holder of the Class SB Certificates, as
applicable, exercises this right to purchase the outstanding Class A Certificates, Class M Certificates and
Class SB Certificates, the Master Servicer or the Holder of the Class SB Certificates, as applicable, will
promptly terminate the respective obligations and responsibilities created hereby in respect of these
Certificates pursuant to this Article IX.
(b) The Master Servicer or the Holder of the Class SB Certificates, as applicable, shall give the Trustee,
the Supplemental Interest Trust Trustee (and the Master Servicer if the Holder of the Class SB Certificates is
exercising its option) and the Swap Counterparty (so long as the Swap Agreement has not previously been
terminated) not less than 40 days prior notice of the Distribution Date on which (1) the Master Servicer or the
Holder of the Class SB Certificates, as applicable, anticipates that the final distribution will be made to
Certificateholders as a result of the exercise by the Master Servicer or the Holder of the Class SB Certificates,
as applicable, of its right to purchase the Mortgage Loans or on which (2) the Master Servicer or the Holder of
the Class SB Certificates, as applicable, anticipates that the Certificates will be purchased as a result of the
exercise by the Master Servicer or the Holder of the Class SB Certificates, as applicable, to purchase the
outstanding Certificates. Notice of any termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender
their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and
cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon
which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the
Master Servicer (if it is exercising the right to purchase the Mortgage Loans or to purchase the outstanding
Certificates), or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the
Certificate Registrar) mailed (or distributed through the Depository with respect to any Book-Entry Certificates)
not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein
designated where required pursuant to this Agreement or, in the case of the purchase by the Master
Servicer or the Holder of the Class SB Certificates, as applicable, of the outstanding Certificates, the
Distribution Date on which such purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of the outstanding Certificates,
the purchase price, in either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment
will be made only upon presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified.
If the Master Servicer or the Trustee is obligated to give notice to Certificateholders as required
above, it shall give such notice to the Certificate Registrar at the time such notice is given to
Certificateholders. In the event of a purchase of the Mortgage Loans by the Master Servicer or the Holder of the
Class SB Certificates, as applicable, the Master Servicer or the Holder of the Class SB Certificates, as
applicable, shall deposit in the Certificate Account before the Final Distribution Date in immediately available
funds an amount equal to the purchase price computed as provided above. As a result of the exercise by the
Master Servicer or the Holder of the Class SB Certificates, as applicable, of its right to purchase the
outstanding Certificates, the Master Servicer or the Holder of the Class SB Certificates, as applicable, shall
deposit in the Certificate Account, before the Distribution Date on which such purchase is to occur, in
immediately available funds, an amount equal to the purchase price for the Certificates computed as provided
above, and provide notice of such deposit to the Trustee. The Trustee shall withdraw from such account the
amount specified in subsection (c) below and distribute such amount to the Certificateholders as specified in
subsection (c) below. The Master Servicer or the Holder of the Class SB Certificates, as applicable, shall
provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the
Trustee shall promptly mail notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Class A Certificates, Class M Certificates and Class SB
Certificates by the Certificateholders thereof, the Trustee and the Supplemental Interest Trust Trustee, as
applicable shall distribute to such Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or the Holder's of the Class SB Certificates,
as applicable, election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M
Certificates and Class SB Certificates, or (ii) if the Master Servicer or the Holder of the Class SB
Certificates, as applicable, elected to so repurchase the Mortgage Loans or the outstanding Class A Certificates,
Class M Certificates and Class SB Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as
follows: first, with respect to any optional termination by the Holder of the Class SB Certificates, payment of
any accrued and unpaid Servicing Fees and reimbursement for all unreimbursed Advances and Servicing Advances, in
each case through the date of such optional termination, to the Master Servicer, second, with respect to the
Class A Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
third, with respect to the Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, fourth, with respect to the Class M-2 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-3 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the
Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh,
with respect to the Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, eighth, with respect to the Class M-6 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-7 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the
Class M-8 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh,
with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, twelfth, with respect to the Class M-10 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, thirteenth, to the Class A Certificates and Class M Certificates,
the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid
from prior Distribution Dates and accrued interest thereon at the applicable Pass-Through Rate, on a pro rata
basis based on Prepayment Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid
from prior Distribution Dates, fourteenth, to the Swap Counterparty (without duplication of amounts payable to
the Swap Counterparty on such date in accordance with Section 4.02) any Swap Termination Payment payable to the
Swap Counterparty then remaining unpaid or which is due to the exercise of any early termination of the Trust
Fund pursuant to this Section 9.01, and fifteenth, to the Class SB Certificates, all remaining amounts.
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date, the Master Servicer (if it exercised its right to purchase
the Mortgage Loans) or the Trustee (in any other case), shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate shall not have been surrendered
for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining
the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the
Certificate Account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the
holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No
interest shall accrue or be payable to any Certificateholder on any amount held in the Certificate Account or by
the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on
which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate
Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate
Account. If within nine months after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts
distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the Certificate Account or by the Master Servicer as a
result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to
this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date
will have no rights with respect thereto except to receive the purchase price therefor minus any costs and
expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master
Servicer shall be for all purposes the Holder thereof as of such date.
(f) With respect to the first possible Optional Termination Date, the Master Servicer shall have the sole
option to exercise the purchase options described in Section 9.01(a) and the Holder of the Class SB Certificates
shall have no claim thereto. If, however, the Master Servicer elects not to exercise one of its options to
purchase pursuant to Section 9.01(a) with respect to the first possible Optional Termination Date, the Holder of
the Class SB Certificates shall have the sole option to exercise the purchase options described in
Section 9.01(a) on the second possible Optional Termination Date and the Master Servicer shall have no claim
thereto. If the Holder of the Class SB Certificates elects not to exercise one of its options to purchase
pursuant to Section 9.01(a) with respect to the second possible Optional Termination Date, it shall lose such
right and have no claim to exercise any purchase options pursuant to this Section 9.01 thereafter. Beginning
with the third possible Optional Termination Date and thereafter, the Master Servicer shall again have the sole
option to exercise the purchase options described in Section 9.01(a).
Section 9.02. Additional Termination Requirements.
(a) Any REMIC hereunder, as the case may be, shall be terminated in accordance with the following additional
requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of
any REMIC created hereunder as the case may be, to comply with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of
the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III or
REMIC IV, as applicable, and any other related terminating REMICs, and specify the first day of such
period in a statement attached to REMIC I's, REMIC II's, REMIC III's or REMIC IV's, as applicable, and
any other related terminating REMICs', final Tax Return pursuant to Treasury Regulations
Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified
liquidation for each of REMIC I, REMIC II, REMIC III and REMIC IV under Section 860F of the Code and the
regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and,
at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or
otherwise dispose of all of the remaining assets of the liquidating REMICs in accordance with the terms
hereof; and
(iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date,
purchase all of the assets of the liquidating REMICs for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master
Servicer as its attorney-in-fact to adopt a plan of complete liquidation for any REMIC hereunder at the expense
of the Trust Fund in accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat all REMICs created hereunder as a REMIC under
the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the Certificates are issued. The REMIC I
Regular Interests shall be designated as the "regular interests" and Component I of the Class R Certificates
shall be designated as the sole Class of "residual interests" in REMIC I. The REMIC II Regular Interests shall
be designated as the "regular interests" and Component II of the Class R Certificates shall be designated as the
sole Class of "residual interests" in REMIC II. The REMIC III Regular Interests shall be designated as the
"regular interests" and Component III of the Class R Certificates shall be designated as the sole Class of
"residual interests" in REMIC III. The REMIC IV Regular Interests shall be designated as the "regular interests"
and Component IV of the Class R Certificates shall be designated as the sole Class of "residual interests" in
REMIC IV. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in REMIC I, REMIC II, REMIC III or REMIC IV other than the REMIC I Regular
Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, REMIC IV Regular Interest IO and the
Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC created hereunder within the
meaning of Section 860G(a)(9) of the Code (the "Startup Date").
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage
Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with
respect to each REMIC in the manner provided under Treasury regulations Section 1.860F-4(d) and Treasury
regulations Section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of
each REMIC in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund
and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If
the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may
continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per
year by any successor Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines
are required with respect to the REMICs created hereunder and the Supplemental Interest Trust and deliver such
Tax Returns in a timely manner to the Trustee or the Supplemental Interest Trust Trustee, as applicable, and the
Trustee or the Supplemental Interest Trust Trustee, as applicable, shall sign and file such Tax Returns in a
timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee and
the Supplemental Interest Trust Trustee with respect to any tax or liability arising from the Trustee's or the
Supplemental Interest Trust Trustee's signing of Tax Returns that contain errors or omissions. The Trustee, the
Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the REMIC Administrator with
such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC
Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as
is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who
is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount, if any, and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve
as the representative of each REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC
created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions (and the Trustee shall assist the
Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically set forth herein, the Master
Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective
control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or
not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii)
result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of
an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the
Master Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the
REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund
and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master
Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with
respect to the Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC
Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund
against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might result in the imposition of a tax on
the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on
the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions
to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether
or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action or inaction, as the case may be. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee shall consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee shall not take any such action or
cause the Trust Fund to take any such action as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the
Master Servicer or the REMIC Administrator, as applicable, will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the Startup Date therefor pursuant to
Section 860G(d) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer in its role as Master Servicer or REMIC Administrator of any of its obligations
under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any
of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account
as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records
with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee shall accept any contributions
of assets to any REMIC unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that
the inclusion of such assets in any REMIC will not cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any
arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit
any REMIC created hereunder to receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible
maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is
February 25, 2037, which is the Distribution Date in the month following the last scheduled payment on any
Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including
but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any
REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or
accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the
Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Master
Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X. In the event that Residential Funding is no longer the
Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential Funding as a result of a breach
of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee, as a result of a breach of the
REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed
to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator
by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the REMIC Administrator or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the
REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer and the Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable
to maintain the qualification of any REMIC created hereunder as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or
to change the name in which the Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof
restricting transfer of the Class R Certificates by virtue of their being the "residual interests" in
the Trust Fund provided that (A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at
the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund
or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and is authorized or permitted under
Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which are required to be
distributed on any Certificate without the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor or the Trustee in accordance with such amendment will not result in the imposition of a federal tax
on the Trust Fund or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificate is outstanding; provided, that if the indemnity described in Section 10.01(f) with respect to any
taxes that might be imposed on the Trust Fund has been given, the Trustee shall not require the delivery to it of
the Opinion of Counsel described in this Section 11.01(c). The Trustee may but shall not be obligated to enter
into any amendment pursuant to this Section that affects its rights, duties and immunities and this Agreement or
otherwise; provided, however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of
the Class SB Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class SB Certificateholders, but shall not be and shall not
be deemed to be under any circumstances included in any REMIC. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of such REMIC, (ii) any such reserve fund shall be owned by the Depositor,
and (iii) amounts transferred by such REMIC to any such reserve fund shall be treated as amounts distributed by
such REMIC to the Depositor or any successor, all within the meaning of Treasury Regulations Section 1.860G-2(h)
in effect as of the Cut-off Date. In connection with the provision of any such instrument or fund, this
Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is
related or incidental to such instrument or fund or the establishment or administration thereof, such amendment
to be made by written instrument executed or consented to by the Depositor and such related insurer but without
the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests
of the Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Depositor obtains
an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment
will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding. In the event that the Depositor elects to provide such coverage in
the form of a limited guaranty provided by GMAC LLC, the Depositor may elect that the text of such amendment to
this Agreement shall be substantially in the form attached hereto as Exhibit K (in which case Residential
Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto
as Exhibit L, with such changes as the Depositor shall deem to be appropriate; it being understood that the
Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
(f) Notwithstanding anything to the contrary set forth in Sections 11.01 (b), (c), (d), and (e), any
amendment of Sections 4.02(c)(i) through (x) and Section 4.10 of this Agreement shall require the consent of the
Swap Counterparty as a third-party beneficiary of Sections 4.02(c)(x) and 4.10 of this Agreement.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of the Holders of Certificates entitled to at least 25% of the Voting Rights),
but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood
and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and
for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of law principles thereof, other than Sections 5-1401 and
5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to (a) in the case of the Depositor, 0000 Xxxxxxxxxx
Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: President (RASC), or such other address as
may hereafter be furnished to the Master Servicer and the Trustee in writing by the Depositor; (b) in the case of
the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Bond Administration
or such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, the Corporate Trust Office or such other address as may hereafter be
furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard &
Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Mortgage Surveillance or such other address as may
be hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS Monitoring Department, or such other address
as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Moody's, (f) in
the case of Fitch, Xxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Master Servicer in writing by Fitch, (g) in the case of the Credit Risk
Manager, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: General Counsel or such other
address as may hereafter be furnished to the Depositor and the Master Servicer in writing by the Trustee, and (h)
in the case of the Swap Counterparty, JPMorgan Chase Bank, National Association, 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Worldwide Securities Services/Structured Finance Services, or such other address
as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by the Swap
Counterparty. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and
each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a
copy to each Rating Agency and each Subservicer at such time as otherwise required to be delivered pursuant to
this Agreement of any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to
Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting
from the failure by the Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice
of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and each Subservicer of any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate Article hereto (a
"Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Depositor or any of its Affiliates (or any designee thereof) is the registered
Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized Certificates into a new
REMIC, grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a
Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the
Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their
consent thereto if their respective interests would not be materially adversely affected thereby. To the extent
that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of
the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the
holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the
issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In connection with each Supplemental
Article, the Depositor shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor trust or other entity not subject to taxation for federal
income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of any
REMIC created hereunder as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited transaction as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC as set forth in Section 860G(d) of the Code.
Section 11.09. Third-Party Beneficiary.
The Swap Counterparty is an express third-party beneficiary of Sections 4.02(c)(x) and 4.10 of this
Agreement, and shall have the right to enforce the provisions of Sections 4.02(c)(x) and 4.10 of this Agreement
as if it were a party hereto.
Section 11.10. Tax Treatment.
Each party to this Agreement and each holder of a Certificate by it acceptance of its ownership interest
in such Certificate, hereby agrees to treat the payment made and received hereunder and any payments received
with respect to any Certificate for federal income tax purposes consistently with the REMIC structure, the Swap
Agreement and the SB-AM Swap Agreement as set forth herein or incorporated herein and with the deemed payments
made with respect thereto as set forth herein.
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01. Intent of Parties; Reasonableness.
The Depositor, the Trustee and the Master Servicer acknowledge and agree that the purpose of this
Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules
and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information
or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and
the Exchange Act. Each of the Master Servicer and the Trustee acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Master
Servicer and the Trustee shall cooperate reasonably with the Depositor to deliver to the Depositor (including any
of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any
other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor
to comply with the provisions of Regulation AB.
Section 12.02. Additional Representations and Warranties of the Trustee.
(a) The Trustee shall be deemed to represent to the Depositor as of the Closing Date and on each date on
which information is provided to the Depositor under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed
in writing to the Depositor prior to such date: (i) it is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred as to any other Securitization
Transaction due to any default of the Trustee; (ii) there are no aspects of its financial condition that could
have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any
other Securitization Transaction as to which it is the trustee; (iii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it that would be material to Certificateholders; (iv)
there are no relationships or transactions relating to the Trustee with respect to the Depositor or any sponsor,
issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other
material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction
contemplated by the Agreement, as identified by the Depositor to the Trustee in writing as of the Closing Date
(each, a "Transaction Party") that are outside the ordinary course of business or on terms other than would be
obtained in an arm's length transaction with an unrelated third party, apart from the Securitization Transaction,
and that are material to the investors' understanding of the Certificates; and (v) the Trustee is not an
affiliate of any Transaction Party. The Depositor shall notify the Trustee of any change in the identity of a
Transaction Party after the Closing Date.
(b) If so requested by the Depositor on any date following the Closing Date, the Trustee shall, within five
Business Days following such request, confirm in writing the accuracy of the representations and warranties set
forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date
of such confirmation, provide the pertinent facts, in writing, to the Depositor. Any such request from the
Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable
basis for a determination that any of the representations and warranties may not be accurate.
Section 12.03. Information to be Provided by the Trustee.
For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor's reporting
obligation under the Exchange Act with respect to any Class of Certificates, the Trustee shall provide to the
Depositor a written description of (a) any litigation or governmental proceedings pending against the Trustee as
of the last day of each calendar month that would be material to Certificateholders, and (b) any affiliations or
relationships (as described in Item 1119 of Regulation AB) that develop following the Closing Date between the
Trustee and any Transaction Party of the type described in Section 12.02(a)(iv) or 12.02(a)(v) as of the last day
of each calendar year. Any descriptions required with respect to legal proceedings, as well as updates to
previously provided descriptions, under this Section 12.03 shall be given no later than five Business Days prior
to the Determination Date following the month in which the relevant event occurs, and any notices and
descriptions required with respect to affiliations, as well as updates to previously provided descriptions, under
this Section 12.03 shall be given no later than January 31 of the calendar year following the year in which the
relevant event occurs. As of the date the Depositor or Master Servicer files each Report on Form 10-D and Report
on Form 10-K with respect to the Certificates, the Trustee will be deemed to represent that any information
previously provided under this Article XII is materially correct and does not have any material omissions unless
the Trustee has provided an update to such information. The Depositor will allow the Trustee to review any
disclosure relating to material litigation against the Trustee prior to filing such disclosure with the
Commission to the extent the Depositor changes the information provided by the Trustee.
Section 12.04. Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Trustee shall:
(a) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor)
regarding the Trustee's assessment of compliance with the applicable Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Depositor and signed by an authorized officer of the
Trustee, and shall address each of the Servicing Criteria specified on Exhibit S hereto; and
(b) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the
Depositor that attests to, and reports on, the assessment of compliance made by the Trustee and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act.
Section 12.05. Indemnification; Remedies.
(a) The Trustee shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer and each
broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants' attestation or other material provided under this
Article XII by or on behalf of the Trustee (collectively, the "Trustee Information"), or (B) the
omission or alleged omission to state in the Trustee Information a material fact required to be stated
in the Trustee Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of clarification, that clause
(B) of this paragraph shall be construed solely by reference to the Trustee Information and not to any
other information communicated in connection with a sale or purchase of securities, without regard to
whether the Trustee Information or any portion thereof is presented together with or separately from
such other information; or
(ii) any failure by the Trustee to deliver any information, report, certification or other material when and
as required under this Article XII, other than a failure by the Trustee to deliver the accountants'
attestation.
(b) In the case of any failure of performance described in clause (ii) of Section 12.05(a), the Trustee
shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain
the information, report, certification, accountants' attestation or other material not delivered as required by
the Trustee and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
(c) The Depositor and the Master Servicer shall indemnify the Trustee, each affiliate of the Trustee or each
Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the respective present and former directors, officers, employees and agents of the Trustee,
and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon (i) any untrue statement of a material fact contained or alleged to be
contained in any information provided under this Agreement by or on behalf of the Depositor or Master Servicer
for inclusion in any report filed with Commission under the Exchange Act (collectively, the "RFC Information"),
or (ii) the omission or alleged omission to state in the RFC Information a material fact required to be stated in
the RFC Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall
be construed solely by reference to the RFC Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether the RFC Information or any portion
thereof is presented together with or separately from such other information.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
RESIDENTIAL ASSET SECURITIES CORPORATION
By:_____________________________________
Name:
Title:
RESIDENTIAL FUNDING COMPANY, LLC
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
Name:
Title:
STATE OF MINNESOTA
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of February 2007 before me, a notary public in and for said State, personally appeared
________________, known to me to be a Vice President of Residential Asset Securities Corporation, one of the
entities that executed the within instrument, and also known to me to be the person who executed it on behalf of
said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
________________________________________
[Notarial Seal]
STATE OF MINNESOTA
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of February 2007 before me, a notary public in and for said State, personally appeared
_______________, known to me to be an Associate of Residential Funding Company, LLC, a limited liability company
that executed the within instrument, and also known to me to be the person who executed it on behalf of said
limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
________________________________________
[Notarial Seal]
STATE OF MINNESOTA
) ss.:
COUNTY OF XXXXXX )
On the ____ day of February 2007 before me, a notary public in and for said State, personally appeared
____________________, known to me to be a Vice President of U.S. Bank National Association, a banking association
organized under the laws of the United States that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
________________________________________
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 COUPLED WITH AN INTEREST IN THE SB-AM SWAP AGREEMENT.
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE THAT IS A PLAN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT AS OF
ANY DATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, AT LEAST ONE OF U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTIONS 84-14, 90-1, 91-38, 95-60, 96-23 OR OTHER APPLICABLE EXEMPTION APPLIES TO
SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST.
IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY
THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT IS NOT A PLAN
INVESTOR OR SATISFIES SUCH CONDITIONS SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE
TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
CUSIP: _____________________ Certificate No. A-[__]-__
Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate]
and Cut-off Date: February 1, 2007
First Distribution Date: Xxxxx 00, 0000 Xxxxxxxxx Initial Certificate Principal
Balance of the Class A-[_] Certificates:
$___________________________
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Company, LLC Class A-[_] Certificate:
$___________________________
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-KS2
evidencing a percentage interest in the distributions allocable to the
Class A-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of [fixed] [adjustable] interest rate, first [and junior] lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee or GMAC Mortgage Group, LLC or any of their affiliates.
None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to four- family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of
Class A-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Each holder of this certificate is deemed to represent that as of any date prior to the termination of
the Supplemental Interest Trust, either it is not a Plan Investor or at least one of U.S. Department of Labor
Prohibited Transaction Class Exemptions 84-14, 90-1, 91-38, 95-60, 96-23 or other applicable exemption applies to
such holder's right to receive payments from the Supplemental Interest Trust. Any purported Certificate owner
whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the
restrictions in Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless the
Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of, this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Initial Certificate Principal
Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced [from
time to time pursuant to the Agreement].
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and there upon one or more new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Holder of the Class
SB Certificates or the Master Servicer, as described in the Agreement, from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case
thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Holder
of the Class SB Certificates or the Master Servicer, as described in the Agreement, (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the
distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[_] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT B
FORM OF CLASS M-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH AN INTEREST IN THE SB-AM SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE (OR INTEREST THEREIN) ACQUIRED AFTER TERMINATION OF THE SUPPLEMENTAL
INTEREST TRUST WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL
ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING "PLAN ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS
HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS MOST RECENTLY AMENDED BY PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22,
2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE
RFC EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR
ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II)
THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING
INSURANCE COMPANY"). EACH HOLDER OF THIS CERTIFICATE THAT IS A PLAN INVESTOR IS DEEMED TO REPRESENT THAT AS OF
ANY DATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, AT LEAST ONE OF U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTIONS 84-14, 90-1, 91-38, 95-60, 96-23 OR OTHER APPLICABLE EXEMPTION APPLIES TO
SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST.
IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY
THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A
PLAN INVESTOR OR (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE CONDITIONS DESCRIBED ABOVE SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR
MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
CUSIP: _____________________ Certificate No. M-[__]-__
Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate]
and Cut-off Date: February 1, 2007 [Fixed Pass-Through Rate]
First Distribution Date: March 26, 2007 Aggregate Initial Certificate Principal
Balance of the Class M-[_] Certificates:
$___________________________
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Company, LLC Class M-[_] Certificate:
$___________________________
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-KS2
evidencing a percentage interest in the distributions allocable to the
Class M-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of [fixed] [adjustable] interest rate, first [and junior] lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee or GMAC Mortgage Group, LLC or any of their affiliates.
None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to four- family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of
Class M-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Any Transferee of this Certificate (or interest therein) acquired after termination of the Supplemental
Interest Trust will be deemed to have represented by virtue of its purchase or holding of this Certificate (or
interest therein) that either (a) such transferee is not an employee benefit plan or other plan or arrangement
subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code or a person (including an insurance company investing its general
account, an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of
any such plan to effect such acquisition (each of the foregoing, a "Plan Investor"), (b) it has acquired and is
holding this Certificate in reliance on U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29,
59 Fed. Reg. 14674 (March 29, 1994), as most recently amended by PTE 2002-41, 67 Fed. Reg. 54487 (August 22,
2002) (the "RFC Exemption"), and that it understands that there are certain conditions to the availability of the
RFC Exemption including that this Certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Xxxxx'x or (c) (i) the transferee is an insurance company, (ii)
the source of funds used to purchase or hold this certificate is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the
conditions set forth in PTCE 95-60 have been satisfied (each entity that satisfies this clause (c), a "Complying
Insurance Company"). Each holder of this Certificate that is a Plan Investor is deemed to represent that as of
any date prior to the termination of the Supplemental Interest Trust at least one of U.S. Department of Labor
Prohibited Transaction Class Exemptions 84-14, 90-1, 91-38, 95-60, 96-23 or other applicable exemption applies to
such holder's right to receive payments from the Supplemental Interest Trust.
If this Certificate (or any interest therein) is acquired or held by any person that does not satisfy
the conditions described in the preceding paragraph, then the last preceding transferee that either (i) is not a
Plan Investor or (ii) acquired such Certificate in compliance with the conditions described above shall be
restored, to the extent permitted by law, to all rights and obligations as Certificate owner thereof retroactive
to the date of such transfer of this Certificate. The Trustee shall be under no liability to any person for
making any payments due on this Certificate to such preceding transferee. Any purported Certificate owner whose
acquisition or holding of this Certificate (or interest therein) was effected in violation of the restrictions in
Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless the Depositor, the
Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such acquisition or holding.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of, this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Initial Certificate Principal
Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and there upon one or more new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Holder of the Class
SB Certificates or the Master Servicer, as described in the Agreement, from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case
thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Holder
of the Class SB Certificates or the Master Servicer, as described in the Agreement, (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the
distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[_] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT C
CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), COUPLED WITH AN INTEREST IN THE SB-AM SWAP AGREEMENT AND THE SWAP AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN INVESTOR")
UNLESS THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN
ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE,
THE DEPOSITOR OR THE MASTER SERVICER.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
NO TRANSFER OF ANY CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH
CLASS SB CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS
FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH
FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND
(III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER.
UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB
CERTIFICATE, THE TRUSTEE (INCLUDING IN ITS CAPACITY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH
TAX CERTIFICATION FORM PROVIDED TO IT TO THE SWAP COUNTERPARTY. EACH HOLDER OF A CLASS SB CERTIFICATE AND EACH
TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE SWAP COUNTERPARTY ANY SUCH
TAX CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED
SALES OR TRANSFERS OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS
SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
CUSIP: _____________________ Certificate No. SB-1
Date of Pooling and Servicing Agreement Percentage Interest: [__]%
and Cut-off Date: February 1, 2007
First Distribution Date: March 26, 2007 Initial Certificate Principal Balance of the Class SB
Certificates:
$___________________________
Master Servicer: Aggregate Initial Notional Certificate Principal
Residential Funding Company, LLC Balance of this Class SB Certificate:
$___________________________
Maturity Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-KS2
evidencing a percentage interest in the distributions allocable to the
Class SB Certificates with respect to a Trust Fund consisting primarily of a
pool of [fixed] [adjustable] interest rate, first [and junior] lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below, GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee, GMAC Mortgage Group, LLC or any of their affiliates.
None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [______________________________] is the registered owner of the Percentage Interest
evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to
four-family residential properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation
(hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to
Holders of Class SB Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota.
No transfer of this Certificate will be made unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the
Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from
or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any
applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not made in accordance with such
Federal and state laws.
No transfer of this Certificate or any interest therein shall be made to any employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any person (including an insurance company investing its general account, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition
(each of the foregoing, a "Plan Investor") unless the Trustee, the Depositor and the Master Servicer are provided
with an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and
the Master Servicer to the effect that the purchase or holding of this Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer.
Any purported Certificate owner whose acquisition or holding of this Certificate (or interest therein)
was effected in violation of the restrictions in Section 5.02(e) of the Pooling and Servicing Agreement shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans
or the Certificates, in either case thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require the Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to
purchase in whole, but not in part, all of the Certificates from the Holders thereof, provided, that any such
option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made
on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT
UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M AND CLASS SB CERTIFICATES, TO THE EXTENT
DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN INVESTOR")
UNLESS THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN
ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE,
THE DEPOSITOR OR THE MASTER SERVICER.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. R-1 Percentage Interest: 100.00%
Date of Pooling and Servicing Agreement Master Servicer:
and Cut-off Date: February 1, 2007 Residential Funding Company, LLC
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-KS2
evidencing a percentage interest in the distributions allocable to the Class R
Certificates with respect to a Trust Fund consisting primarily of a pool of
[fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on
one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below, GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee, GMAC Mortgage Group, LLC or any of their affiliates.
None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Residential Funding Company, LLC] is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting
primarily of a pool of [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to
four-family residential properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation
(hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement) among the Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and, the amount of interest and principal, if any, required to be
distributed to the Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth
in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted Transferee, (ii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a
United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation
of such restrictions, then the Master Servicer will have the right, in its sole discretion and without notice to
the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer, on such terms and conditions as
the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Holder of this Certificate may have
additional obligations with respect to this Certificate, including tax liabilities.
No transfer of this Certificate will be made unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the
Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from
or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any
applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not made in accordance with such
Federal and state laws.
No transfer of this Certificate or any interest therein shall be made to any employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any person (including an insurance company investing its general account, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition
(each of the foregoing, a "Plan Investor") unless the Trustee, the Depositor and the Master Servicer are provided
with an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and
the Master Servicer to the effect that the purchase or holding of this Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of
February 1, 2007, by and among U.S. BANK NATIONAL ASSOCIATION, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Company"), RESIDENTIAL FUNDING COMPANY, LLC, as master servicer (together with any
successor in interest or successor under the Pooling Agreement referred to below, the "Master Servicer") and
XXXXX FARGO BANK, NATIONAL ASSOCIATION (together with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee have entered into a Pooling and Servicing
Agreement, dated as of February 1, 2007, relating to the issuance of Residential Asset Securities Corporation,
Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2007-KS2 (as in effect on the date of this
Agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the "Pooling
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and
holding certain documents and other instruments delivered by the Company and the Master Servicer under the
Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set
forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the
Original Pooling Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent: Acceptance of Custodial Files. The Company and the Master Servicer
hereby direct the Trustee to appoint Xxxxx Fargo Bank, National Association as the Custodian hereunder. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Custodial
Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Custodial Files") and
declares that it holds and will hold the Custodial Files as agent for the Trustee, in trust, for the use and
benefit of all present and future Certificateholders.
Section 2.2 Recordation of Assignments. If any Custodial File includes one or more assignments of the
related Mortgages to the Trustee that have not been recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose of recording it in the appropriate public office for real property
records, and the Company, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3 Review of Custodial Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee an Initial Certification in
the form annexed hereto as Exhibit One evidencing receipt of a Custodial File for each Mortgage Loan listed on
the Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge that certain
documents referred to in Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or prior to the Closing
Date and such missing documents shall be listed as a Schedule to Exhibit One.
(b) Within 45 days after the Closing Date, the Custodian agrees, for the benefit of Certificateholders, to
review each Custodial File and to deliver to the Trustee an Interim Certification in the form annexed hereto as
Exhibit Two to the effect that all documents required to be delivered pursuant to Section 2.01 (b) of the Pooling
Agreement have been executed and received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification.
For purposes of such review, the Custodian shall compare the following information in each Custodial File to the
corresponding information in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and (iii)
the original principal balance. In the event that any Mortgage Note or Assignment of Mortgage has been delivered
to the Custodian by the Company in blank, the Custodian, upon the direction of the Company, shall cause each such
Mortgage Note to be endorsed to the Trustee and each such Assignment of Mortgage to be completed in the name of
the Trustee prior to the date on which such Interim Certification is delivered to the Trustee. Within 45 days of
receipt of the documents required to be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the
Custodian agrees, for the benefit of the Certificateholders, to review each such document, and upon the written
request of the Trustee to deliver to the Trustee an updated Schedule A to the Interim Certification. The
Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are other than what they purport to be
on their face, or that the MIN is accurate. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Custodial File to be missing or defective in
respect of the items reviewed as described in this Section 2.3(b), the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Custodial Files the Custodian shall deliver to the
Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the
Custodial Files.
Upon receipt of written request from the Trustee, the Company or the Master Servicer, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage
Loans required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement not then contained in the
Custodial Files.
Section 2.4 Notification of Breaches of Representations and Warranties. If the Custodian discovers, in the
course of performing its custodial functions, a breach of a representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement with respect to a Mortgage Loan relating to a
Custodial File, the Custodian shall give prompt written notice to the Company, the Master Servicer and the
Trustee.
Section 2.5 Custodian to Cooperate: Release of Custodial Files. Upon the repurchase or substitution of any
Mortgage Loan pursuant to Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by delivering to the Custodian a
Request for Release (in the form of Exhibit Four attached hereto or a mutually acceptable electronic form) and
shall request delivery to it of the Custodial File. The Custodian agrees, upon receipt of such Request for
Release, promptly to release to the Master Servicer the related Custodial File. Upon receipt of a Request for
Release from the Master Servicer, signed by a Servicing Officer, stating that (i) the Master Servicer or a
Subservicer, as the case may be, has made a deposit into the Certificate Account in payment for the purchase of
the related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage Loan or (ii) the Company has
chosen to substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Custodial File. Upon written notification of a substitution, the Master Servicer
shall deliver to the Custodian and the Custodian agrees to accept the Mortgage Note and other documents
constituting the Custodial File with respect to any Qualified Substitute Mortgage Loan, upon receiving written
notification from the Master Servicer of such substitution.
From time to time as is appropriate for the servicing or foreclosures of any Mortgage Loan, including,
for this purpose, collection under any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to the reason for such release. Upon
receipt of the foregoing, the Custodian shall deliver the Custodial File or such document to the Master Servicer.
All Custodial Files so released to the Master Servicer shall be held by it in trust for the Trustee for the use
and benefit of all present and future Certificateholders. The Master Servicer shall cause each Custodial File or
any document therein so released to be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or (ii) the Custodial File or such document has been
delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the Custodian an updated Request for
Release signed by a Servicing Officer certifying as to the name and address of the Person to which such Custodial
File or such document was delivered and the purpose or purposes of such delivery. Immediately upon receipt of any
Custodial File returned to the Custodian by the Master Servicer, the Custodian shall deliver a signed
acknowledgement to the Master Servicer, confirming receipt of such Custodial File.
Upon the written request of the Master Servicer, the Custodian will send to the Master Servicer copies
of any documents contained in the Custodial File.
Section 2.6 Assumption Agreements. In the event that any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify the Custodian that such
assumption or substitution agreement has been completed by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be added to the related Custodial File and, for all purposes,
shall be considered a part of such Custodial File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and
other documents constituting each Custodial File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for
the benefit of any person other than the Trustee, holds such documents for the benefit of Certificateholders and
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except
upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in writing if it shall no longer be a member of
MERS, or if it otherwise shall no longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing when a MERS Mortgage Loan is no
longer registered with and recorded under MERS and (ii) concurrently with any such deregistration of a MERS
Mortgage Loan, prepare, execute and record an original assignment from MERS to the Trustee and deliver such
assignment to the Custodian.
Section 3.2 Indemnification. The Company hereby agrees to indemnify and hold the Custodian harmless from
and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may incur or with which the Custodian
may be threatened by reason of its acting as custodian under this Agreement, including indemnification of the
Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been approved
by the Company, and the cost of defending any action, suit or proceedings or resisting any claim. Notwithstanding
the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss,
action, suit or proceeding or other expense, fee or charge shall have been caused by reason of any negligent act,
negligent failure to act or willful misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer covenants and agrees
to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for
all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer shall pay or reimburse the Custodian upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5 Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the
obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of
the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the
Custodial Files itself and give prompt notice thereof to the Company, the Master Servicer and the Custodian, or
promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee, at the direction of the Master Servicer and the Company, may remove the Custodian at any
time. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision
or examination by federal or state authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of
the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master Servicer of the appointment of any
successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the
Company and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or
converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such
successor is a depository institution subject to supervision or examination by federal or state authority and is
able to satisfy the other requirements contained in Section 3.7 and is unaffiliated with the Master Servicer or
the Company.
Section 3.7 Representations of the Custodian. The Custodian hereby represents that it is a depository
institution subject to supervision or examination by a federal or state authority, has a combined capital and
surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any
Custodial File.
ARTICLE IV
Compliance with Regulation AB
Section 4.1 Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the
purpose of this Article IV is to facilitate compliance by the Company with the provisions of Regulation AB and
related rules and regulations of the Commission. The Company shall not exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the
Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Company in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. The Custodian shall
cooperate reasonably with the Company to deliver to the Company (including any of its assignees or designees),
any and all disclosure, statements, reports, certifications, records and any other information necessary in the
reasonable, good faith determination of the Company to permit the Company to comply with the provisions of
Regulation AB.
Section 4.2 Additional Representations and Warranties of the Custodian.
(a) The Custodian hereby represents and warrants that the information set forth under the caption "Pooling
and Servicing Agreement--Custodial Arrangements" (the "Custodian Disclosure") in the preliminary prospectus
supplement relating to the Certificates and the final prospectus supplement relating to the Certificates does not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(b) The Custodian shall be deemed to represent to the Company as of the date hereof and on each date on
which information is provided to the Company under Section 4.3 that, except as disclosed in writing to the
Company prior to such date: (i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under this Agreement or any other
Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships
or transactions relating to the Custodian with respect to the Company or any sponsor, issuing entity, servicer,
trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement,
as identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party").
(c) If so requested by the Company on any date following the Closing Date, the Custodian shall, within five
Business Days following such request, confirm in writing the accuracy of the representations and warranties set
forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date
of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in writing, to the
requesting party. Any such request from the Company shall not be given more than once each calendar quarter,
unless the Company shall have a reasonable basis for a determination that any of the representations and
warranties may not be accurate.
Section 4.3 Additional Information to Be Provided by the Custodian. For so long as the Certificates are
outstanding, for the purpose of satisfying the Company's reporting obligation under the Exchange Act with respect
to any class of Certificates, the Custodian shall (a) notify the Company in writing of any material litigation or
governmental proceedings pending against the Custodian that would be material to Certificateholders, and (b)
provide to the Company a written description of such proceedings. Any notices and descriptions required under
this Section 4.3 shall be given no later than five Business Days prior to the Determination Date following the
month in which the Custodian has knowledge of the occurrence of the relevant event. As of the date the Company
or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under this Section 4.3, if any, is
materially correct and does not have any material omissions unless the Custodian has provided an update to such
information. For purposes of this Section 4.3, "Determination Date" shall mean, with respect to any Distribution
Date, the 20th day (or if such 20th day is not a Business Day, the Business Day immediately following such 20th
day) of the month of the related Distribution Date and "Distribution Date" shall mean, the 25th day of any month
beginning in March 2007 or, if such 25th day is not a Business Day, the Business Day immediately following such
25th day.
Section 4.4 Report on Assessment of Compliance and Attestation. On or before March 15 of each calendar
year, the Custodian shall:
(a) deliver to the Company a report (in form and substance reasonably satisfactory to the Company) regarding
the Custodian's assessment of compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be addressed to the Company and signed by an authorized officer of the Custodian, and shall address each of
the Servicing Criteria specified on a certification substantially in the form of Exhibit Five hereto; and
(b) deliver to the Company a report of a registered public accounting firm reasonably acceptable to the
Company that attests to, and reports on, the assessment of compliance made by the Custodian and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act.
Section 4.5 Indemnification; Remedies.
(a) The Custodian shall indemnify the Company, each affiliate of the Company, the Master Servicer and each
broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained
in the Custodian Disclosure and any information, report, certification, accountants' attestation or other
material provided under this Article IV by or on behalf of the Custodian (collectively, the "Custodian
Information"), or (B) the omission or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report, certification, accountants' attestation
or other material when and as required under this Article IV.
(b) In the case of any failure of performance described in clause (ii) of Section 4.5(a), the Custodian
shall promptly reimburse the Company for all costs reasonably incurred by the Company in order to obtain the
information, report, certification, accountants' letter or other material not delivered as required by the
Custodian.
ARTICLE V
Miscellaneous Provisions
Section 5.1 Notices. All notices, requests, consents and demands and other communications required under
this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page
hereof (unless changed by the particular party whose address is stated herein by similar notice in writing); in
each case the notice will be deemed delivered when received.
Section 5.2 Amendments. No modification or amendment of or supplement to this Agreement shall be valid or
effective unless the same is in writing and signed by all parties hereto, and none of the Company, the Master
Servicer or the Trustee shall enter into any amendment of or supplement to this Agreement except as permitted by
the Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to
the Pooling Agreement and furnish the Custodian with written copies thereof.
Section 5.3 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 5.4 Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the request of holders of Certificates evidencing
undivided interests in the aggregate of not less than 25% of the Trust Fund), but only upon direction accompanied
by an Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect that the failure to effect
such recordation is likely to materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 5.5 Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.
[Signatures begin on following page]
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: U.S. BANK NATIONAL ASSOCIATION,
as Trustee
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, Xxxxxxxxx 00000
By:
Attention: Structured Finance/RASC Series 2007-KS2 Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000 By:
Name:
Title:
Address: RESIDENTIAL FUNDING COMPANY, LLC, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000 By:
Name: Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian
Mortgage Document Custody
One Meridian Crossings - LL
Xxxxxxxxx, Xxxxxxxxx 00000 By:
Name:
Title:
STATE OF MINNESOTA )
)ss.:
COUNTY OF XXXXXX )
On the ____ day of February 2007, before me, a notary public in and for said State, personally
appeared ______, known to me to be a _________ of U.S. BANK NATIONAL ASSOCIATION, a national banking
association that executed the within instrument, and also known to me to be the person who executed it on behalf
of said national banking association and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___________________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of February 2007, before me, a notary public in and for said State, personally
appeared ___________________, known to me to be a ______________ of Residential Asset Securities Corporation, one
of the corporations that executed the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___________________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of February 2007, before me, a notary public in and for said State, personally
appeared ___________________, known to me to be a ______________ of Residential Funding Company, LLC, a limited
liability company that executed the within instrument, and also known to me to be the person who executed it on
behalf of said limited liability company, and acknowledged to me that such limited liability company executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___________________________________
Notary Public
[Notarial Seal]
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of February 2007, before me, a notary public in and for said State, personally
appeared ______________________, known to me to be a ______________________________ Xxxxx Fargo Bank, National
Association, one of the entities that executed the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
February ___, 2007
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC Series 2007-KS2
Re: Custodial Agreement, dated as of February 1, 2007, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Company,
LLC and Xxxxx Fargo Bank, National Association, relating to Home Equity Mortgage
Asset-Backed Pass-Through Certificates Series 2007-KS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to
Section 2.02 of the Pooling Agreement, the undersigned, as Custodian, hereby certifies that it has received a
Custodial File (which contains an original Mortgage Note or an original Lost Note Affidavit with a copy of the
related Mortgage Note) to the extent required in Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_______________________________
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
February ___, 2007
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance, RASC Series 2007-KS2
Re: Custodial Agreement, dated as of February 1, 2007, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Company,
LLC and Xxxxx Fargo Bank, National Association, relating to Home Equity Mortgage
Asset-Backed Pass-Through Certificates Series 2007-KS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Custodial File to the extent required pursuant to Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it
has reviewed the Custodial File and the Mortgage Loan Schedule and has determined that: all required documents
have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_______________________________
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
February ___, 2007
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance, RASC Series 2007-KS2
Re: Custodial Agreement, dated as of February 1, 2007, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Company,
LLC and Xxxxx Fargo Bank, National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-KS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Custodial File with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule and it has reviewed the Custodial File and the Mortgage Loan Schedule and has
determined that: all required documents referred to in Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_______________________________
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."
______________________________
Residential Funding Company, LLC
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of
this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
___________________________
Name
___________________________
Title
___________________________
Date
EXHIBIT FIVE
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
----------------------------------------------------------------------------------------------------- --------------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
REFERENCE CRITERIA
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
GENERAL SERVICING CONSIDERATIONS
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
1122(d)(1)(iv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
CASH COLLECTION AND ADMINISTRATION
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
1122(d)(2)(i) days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made via wire transfer on behalf of an obligor or to
1122(d)(2)(ii) an investor are made only by authorized personnel.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii) transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi) access.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
1122(d)(2)(vii) specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
INVESTOR REMITTANCES AND REPORTING
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
1122(d)(3)(i) servicer.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii) the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
POOL ASSET ADMINISTRATION
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Collateral or security on pool assets is maintained as required by
1122(d)(4)(i) the transaction agreements or related asset pool documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
1122(d)(4)(iv) (e.g., escrow) in accordance with the related pool asset documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v) balance.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
1122(d)(4)(vi) transaction agreements and related pool asset documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
1122(d)(4)(viii) temporary (e.g., illness or unemployment).
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
1122(d)(4)(ix) documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
1122(d)(4)(x) of days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
1122(d)(4)(xii) obligor's error or omission.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
EXHIBIT F-1
GROUP I LOAN SCHEDULE
[ON FILE AT RFC]
EXHIBIT F-2
GROUP II LOAN SCHEDULE
[ON FILE AT RFC]
EXHIBIT G
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."
______________________________
Residential Funding Company, LLC
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of
this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
___________________________
Name
___________________________
Title
___________________________
Date
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Home Equity Mortgage
Asset-Backed Pass-Through Certificates, Series 2007-KS2, Class R (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of ________________] [the United States],
on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an electing large partnership
as of [date of transfer] within the meaning of Section 860E(e)(5) and 775, respectively, of the Internal Revenue
Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of the Code, (ii)
will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest
in the Class R Certificates, and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large
partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any
agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign government, international organization
or any agency or instrumentality of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to
disqualified organizations or an electing large partnership under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or, with respect to
transfers to electing large partnerships, on each such partnership), or, if such transfer is through an agent
(which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that
the person (other than with respect to transfers to electing large partnerships) otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if
either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time
during the taxable year of the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a
real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer of any Class R Certificates
unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things,
in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes that any of the representations contained in such affidavit
and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class R -__ Certificates and
the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R Certificates
were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to
deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the
Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is ____________________.
9. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any
other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only
to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is
or will be to impede the assessment or collection of any tax; in making this representation, the Owner warrants
that the Owner is familiar with (i) Treasury Regulation 1.860E-1(c) and recent amendments thereto, effective as
of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is
attached hereto as Annex I.
11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States
taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class R Certificate that the Owner
intends to pay taxes associated with holding such Class R Certificate as they become due, fully understanding
that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate.
12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.
13. The Owner is either (i) a citizen or resident of the United States, (ii) a corporation, partnership or
other entity treated as a corporation or a partnership for U.S. federal income tax purposes and created or
organized in, or under the laws of, the United States, any state thereof or the District of Columbia (other than
a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an
estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.
14. The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable
to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the
Owner or another United States taxpayer.
15. The Owner hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee
and the Master Servicer that the following statements in (a) or (b) are accurate:
(a) The Certificates are not being acquired by, and will not be transferred to, any employee benefit
plan or other plan or arrangement subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or any person (including an insurance company investing its general account,
an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets"
of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor"); or
(b) The Owner has provided the Trustee, the Depositor and the Master Servicer with an Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase or holding of Certificates is permissible under applicable law,
will not constitute or result in any nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor, or the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Trustee, the Depositor or
the Master Servicer.
In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master Servicer that the Owner will not transfer such Certificates to any Plan Investor or
person unless either such Plan Investor or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and
Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the
authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ____ day of ______________ 200__.
[NAME OF OWNER]
By: ___________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this __________day of _________, 200_.
__________________________________________
NOTARY PUBLIC
COUNTY OF ______________________________
STATE OF ________________________________
My Commission expires the ___ day of __________, 20__
ANNEX I TO EXHIBIT H-1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
-----------------------------------------------------------------------
SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual
interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000 (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed and, pending receipt and evaluation
of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned
control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is
required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The
collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of
safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit
institutions.
Comments on the collection of information should be sent to the Office of Management and Budget, Attn:
Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Xxxxxxxxxx, XX,
00000, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S,
Xxxxxxxxxx, XX 00000. Comments on the collection of information should be received by September 17, 2002.
Comments are specifically requested concerning:
o Whether the collection of information is necessary for the proper performance of the functions of the
Internal Revenue Service, including whether the information will have practical utility;
o The accuracy of the estimated burden associated with the collection of information (see below);
o How the quality, utility, and clarity of the information to be collected may be enhanced;
o How the burden of complying with the collection of information may be minimized, including through the
application of automated collection techniques or other forms of information technology; and
o Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to
provide information.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a valid control number assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of
470 and an estimated average annual burden hours per respondent of one hour.
Books or records relating to a collection of information must be retained as long as their contents may
become material in the administration of any internal revenue law. Generally, tax returns and tax return
information are confidential, as required by 26 U.S.C. 6103.
Background
This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under
section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may
avail itself of the safe harbor by satisfying either the formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic
REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax
purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling
or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a
REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied:
(1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation
requirement); and (2) the transferor secures a representation from the transferee to the effect that the
transferee understands the tax obligations associated with holding a residual interest and intends to pay those
taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim
they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on
February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking
(REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test.
The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated
tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value
of any consideration given to the transferee to acquire the interest; (2) the present value of the expected
future distributions on the interest; and (3) the present value of the anticipated tax savings associated with
holding the interest as the REMIC generates losses.
The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed
regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by
reference to the safe harbor provisions of the REMIC regulations. In February 2001, the IRS published Rev. Proc.
2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and
the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor
meets the investigation requirement and the representation requirement but the transfer fails to meet the formula
test, the transferor may invoke the safe harbor if the transferee meets a two-prong test (the asset test). A
transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two
years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed
$10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation
and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation
that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the
transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit
the restrictions on subsequent transfers of the residual interest.
Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or
assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a
transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an
applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a
consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax
credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary
to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections
860E(a)(1), (b), (e) and 860G(b) of the Code.
The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests
to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to
impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations
provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base
of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the
formula test. The final regulations also require a transferee to represent that it will not cause income from the
noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base.
Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor
status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at
a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this
presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the
alternative minimum tax rate. In light of the comments received, this provision has been amended in the final
regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate
to use the alternative minimum tax rate applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be
computed using a discount rate equal to the applicable Federal short-term rate prescribed by section 1274(d).
This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated
that "present values are computed using a discount rate equal to the applicable Federal rate prescribed in
section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can
demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower
rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this
provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy
the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe
that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to
the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower
discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate,
is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable
Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published
short-term rates, provided that the present values are computed with a corresponding period of compounding. With
the exception of the provisions relating to transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set
forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before November 19, 2002.
It is anticipated that when final regulations are adopted with respect to FASITs, Sec. 1.860H-6(g) of
the proposed regulations will be adopted in substantially its present form, with the result that the final
regulations contained in this document will also govern transfers of FASIT ownership interests with substantially
the same applicability date as is contained in this document.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in
REMICs occurring on or after November 19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a significant economic impact on a
substantial number of small entities. This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that
this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the
Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations.
Drafting Information
The principal author of these regulations is Xxxxxxxx Xxxxxxxxxx. However, other personnel from the IRS
and Treasury Department participated in their development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in
part as follows:
Authority: 26 U.S.C. 7805 * * *
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
______________, 20__
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC Series 2007-KS2
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2007-KS2
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ________________________ (the
"Seller") to ______________________ (the "Purchaser") of $___________ Initial Certificate Principal Balance of
Mortgage Asset-Backed Pass-Through Certificates, Series 2007-KS2, Class R (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February
1, 2007 among Residential Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding
Company, LLC, as master servicer, and U.S. Bank National Association, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The
Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is
or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a
transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit H-1. The
Seller does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial
condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of
that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become
due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be
respected for United States income tax purposes (and the Seller may continue to be liable for United States
income taxes associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
_______________________________________
(Seller)
By: ____________________________________
Name: __________________________________
Title: ___________________________________
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC Series 0000-XX0
Xxxxxxxxxxx Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Company, LLC Series 2007-KS2
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-KS2, Class [SB] [R]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from ___________________________ (the
"Seller") $_____________ Initial Certificate Principal Balance of Home Equity Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-KS2, Class [SB] [R] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2007 among Residential Asset
Securities Corporation, as depositor (the "Depositor"), Residential Funding Company, LLC, as master servicer (the
"Master Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser
hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law,
(b) the Depositor is not required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified pursuant to the provisions of the
Act or any state securities law, or if an exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view
to or for sale in connection with any distribution thereof in any manner that would violate the
Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters, and, in particular, in such matters related to
securities similar to the Certificates, such that it is capable of evaluating the merits and
risks of investment in the Certificates and (b) able to bear the economic risks of such an
investment.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private
Placement Memorandum, dated ___________________, 20__, relating to the Certificates (b)] a copy
of the Pooling and Servicing Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Depositor as has been requested by the Purchaser from
the Depositor or the Seller and is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from such review answered by the
Depositor or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the initial distribution of the
Certificates and was provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the
Depositor, the Purchaser acknowledges that such Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the Depositor solely for use in connection with the
Original Sale and the Depositor did not participate in or facilitate in any way the purchase of
the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look
solely to the Seller and not to the Depositor with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b) any information, development or event
arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate
or any other similar security to any person in any manner, (b) solicit any offer to buy or to
accept a pledge, disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) otherwise approach
or negotiate with respect to any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Master Servicer that the following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or any person (including an insurance company investing its
general account, an investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition (each of the foregoing, a "Plan
Investor"); or
(b) the Purchaser has provided the Trustee, the Depositor and the Master Servicer
with an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee,
the Depositor and the Master Servicer to the effect that the purchase or holding of
Certificates is permissible under applicable law, will not constitute or result in any
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Depositor or the Master Servicer.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan
Investor or person unless either such Plan Investor or person meets the requirements set forth in either (a) or
(b) above.
Very truly yours,
_____________________________________________________
(Purchaser)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
______________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC Series 2007-KS2
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-KS2, Class [SB] [R]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to __________ (the "Purchaser") of
$__________ Initial Certificate Principal Balance of Home Equity Mortgage Asset- Backed Pass-Through
Certificates, Series 2007-KS2, Class [SB] [R] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2007 among Residential Asset
Securities Corporation, as depositor (the "Depositor"), Residential Funding Company, LLC, as master servicer, and
U.S. Bank National Association, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of
or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of
any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c)
has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any
other similar security with any person in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above)
would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set
forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or
otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
_____________________________________________________
(Purchaser)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(e) FOR A
LIMITED GUARANTY
ARTICLE XIII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 13.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c)
below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether it or any Subservicer will be entitled to any reimbursement
pursuant to Section 3.10 on such Distribution Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with respect to delinquencies which were subsequently
determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section 3.10, to the extent such Advances
or Subservicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class SB Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02.
(b) Subject to subsection (c) below, prior to the later of the third Business Day prior to
each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class SB Certificates on such Distribution Date pursuant to
Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such
Realized Loss and shall distribute the same to the Class SB Certificateholders in the same manner as if such
amount were to be distributed pursuant to Section 4.02; provided, however, that the amount of such demand in
respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class SB Certificateholders on such Distribution
Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate
Principal Balances of the Class SB Certificates on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders
for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses allocated to the Class SB Certificates will not be covered by the Subordinate Certificate
Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to the later of the
third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X)
________ minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then
outstanding Certificate Principal Balances of the Class SB Certificates, or such lower amount as may be
established pursuant to Section 13.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify GMAC LLC of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"),
executed by GMAC LLC, of Residential Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to GMAC LLC a
written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution
Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or amounts paid
under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the
Distribution Date for such month to the Class SB Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to substitute for either
or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of
a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a
reserve fund; provided that (i) the Depositor obtains (subject to the provisions of Section 10.01(f) as if the
Depositor was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions
after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the
substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the
then current Amount Available and contains provisions that are in all material respects equivalent to the
original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if
not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt
obligations of GMAC LLC as of the date of issuance of the Limited Guaranty and (b) the rating of the long term
debt obligations of GMAC LLC at the date of such substitution and (C) if the Class SB Certificates have been
rated, the Depositor obtains written confirmation from each Rating Agency that rated the Class SB Certificates at
the request of the Depositor that such substitution shall not lower the rating on the Class SB Certificates below
the lesser of (a) the then-current rating assigned to the Class SB Certificates by such Rating Agency and (b) the
original rating assigned to the Class SB Certificates by such Rating Agency. Any replacement of the Limited
Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written
Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or
obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and
the Trustee shall reasonably request. Neither the Depositor, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 13.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or
13.01: (i) the provisions of this Article XIII may be amended, superseded or deleted, (ii) the Limited Guaranty
or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of
this Agreement which is related or incidental to the matters described in this Article XIII may be amended in any
manner; in each case by written instrument executed or consented to by the Depositor and Residential Funding but
without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being
required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that the Depositor shall also obtain a
letter from each Rating Agency that rated the Class SB Certificates at the request of the Depositor to the effect
that such amendment, reduction, deletion or cancellation will not lower the rating on the Class SB Certificates
below the lesser of (a) the then-current rating assigned to the Class SB Certificates by such Rating Agency and
(b) the original rating assigned to the Class SB Certificates by such Rating Agency, unless (A) the Holder of
100% of the Class SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further
that the Depositor obtains (subject to the provisions of Section 10.01(f) as if the Depositor was substituted for
the Master Servicer solely for the purposes of such provision), in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of independent counsel) to the
effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b)
the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such
amendment complies with this Section 13.02.
EXHIBIT L
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2007-KS2
__________, 20__
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC Series 2007-KS2
Ladies and Gentlemen:
WHEREAS, Residential Funding Company, LLC, a Delaware limited liability company ("Residential
Funding"), an indirect wholly-owned subsidiary of GMAC LLC, a Delaware limited liability company ("GMAC"), plans
to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of
February 1, 2007 (the "Servicing Agreement"), among Residential Asset Securities Corporation (the "Depositor"),
Residential Funding and U.S. Bank National Association (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2007-KS2 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to
make payments to the Holders of the Class SB Certificates with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and certain other good and
valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows:
2. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and
as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the
Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and
unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or
their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC
may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding
the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this
Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust
Fund pursuant to the Servicing Agreement.
3. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any
other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further exercise of that or any other such
right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation, those of action or non-action on
the part of Residential Funding or the Trustee.
4. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated
only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty
shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that
might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.
5. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be
binding upon GMAC and its respective successors.
6. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York.
7. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to
the Trustee in connection with the execution of Amendment No. __ to the Servicing Agreement and GMAC hereby
authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein.
8. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them
in the Servicing Agreement.
9. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall
be deemed to be an original and such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the day and year first above written.
GMAC LLC
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
Acknowledged by:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
RESIDENTIAL ASSET SECURITIES
CORPORATION
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Structured Finance/RASC Series 2007-KS2
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-KS2 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by U.S Bank National Association (the
"Trustee") to _______________________ (the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1,
2007 among Residential Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding Company,
LLC, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants
to, and covenants with, the Master Servicer and the Trustee that:
(ii) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in
lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(iii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the
form of the transaction is solely to comply with, or facilitate the transaction under, such local laws;
(iv) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least
0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and
(v) such assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
_____________________________________________________
(Lender)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT N-1
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A
Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made
any general solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the
"1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 0000 Xxx.
2. The Buyer, pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Agreement"), dated as
of February 1, 2007 among Residential Funding Company, LLC, as master servicer (the "Master Servicer"),
Residential Asset Securities Corporation, as depositor (the "Depositor"), and U.S. Bank National Association, as
trustee (the "Trustee") warrants and represents to, and covenants with, the Seller, the Trustee and the Master
Servicer as follows:
a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act
and has completed either of the forms of certification to that effect attached hereto as Annex I or
Annex II. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer of Class SB Certificates or Class R Certificates:
a. is not an employee benefit plan or other plan or arrangement subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any person (including an insurance company investing
its general account, an investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition; or
b. has provided the Trustee, the Depositor and the Master Servicer with the Opinion of Counsel described in
Section 5.02(e)(i) of the Agreement, which shall be acceptable to and in form and substance satisfactory
to the Trustee, the Depositor, and the Master Servicer to the effect that the purchase or holding of
this Certificate is permissible under applicable law, will not constitute or result in any nonexempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the Depositor, or the Master Servicer
to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
4. This document may be executed in one or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.
______________________________ ______________________________
Print Name of Seller Print Name of Purchaser
By: ___________________________________________________ By: ___________________________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No._____________________________________________________ No._____________________________________________________
Date:___________________________________________________ Date:___________________________________________________
ANNEX I TO EXHIBIT N-1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation
to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or
other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $______________________ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined
to banking and is supervised by the State or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or equivalent institution and (b) has
an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
___ Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as
participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with
the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the
securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may
have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and
other parties related to the Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
____ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase
of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified
institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not
purchase securities for a third party unless the Buyer has obtained a current representation letter from such
third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification as of the date of such purchase.
_____________________________________________________
Print Name of Buyer
By: _____________________________________________________
Name:
Title:
Date: _____________________________________________________
ANNEX II TO EXHIBIT N-1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation
to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President
of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined
below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC
Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and
(ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000
in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the aggregate
$______________ in securities (other than the excluded securities referred to below) as of the
end of the Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule 144A).
10. The term "Family of Investment Companies" as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a
majority owned subsidiary of the other).
11. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with
the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps.
12. The Buyer is familiar with Rule 144A and understands that each of the parties to which this
certification is made are relying and will continue to rely on the statements made herein because one or more
sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.
13. The undersigned will notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
_____________________________________________________
Print Name of Buyer
By: _____________________________________________________
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date: _____________________________________________________
EXHIBIT N-2
FORM OF REGULATION S TRANSFEREE CERTIFICATE
_____________________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC Series 2007-KS2
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-KS2 Assignment of Mortgage Loan
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Home Equity
Mortgage Asset-Backed Pass-Through Certificates, Series 2006-KS7, Class SB (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2007
among Residential Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding Company, LLC,
as master servicer (the "Master Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor, the
Trustee and the Master Servicer that:
In connection with the undersigned's purchase of the Certificates, the undersigned hereby
represents, acknowledges and agrees as follows:
1. It is a Person that is not a "U.S. person" as defined in Regulation S under the
Securities Act that purchased the Certificates in an Offshore Transaction as defined in Regulation S under the
Securities Act and understands that the sale of the Certificates to it is being made in reliance on the exemption
from the registration requirements of the Securities Act provided by Regulation S thereunder; and
2. (a) It is not an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or any person (including an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition; or (b) it has provided the Trustee, the
Depositor and the Master Servicer with the Opinion of Counsel described in Section 5.02(e)(i) of the Agreement,
which shall be acceptable to and in form and substance satisfactory to the Trustee, the Depositor, and the Master
Servicer to the effect that the purchase or holding of this Certificate is permissible under applicable law, will
not constitute or result in any nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the
Depositor, or the Master Servicer to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer.
This certificate and the statements contained herein are made for your benefit.
[INSERT NAME OF TRANSFEREE]
By:__________________________
Name:
Title:
Dated: ______________, 20__
EXHIBIT O
SWAP AGREEMENT
[ON FILE WITH THE TRUSTEE]
EXHIBIT P
FORM OF ERISA REPRESENTATION LETTER
__________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Structured Finance/RASC Series 0000-XX0
Xxxxxxxxxxx Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Residential Asset Securities Corporation Series 2007-KS2
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-KS2, Class [__]
Ladies and Gentlemen:
[____________________________________] (the "Purchaser") intends to purchase from
[______________________________] (the "Seller") $[____________] Initial Certificate Principal Balance of Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2007-KS2, Class ____ (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1,
2007 among Residential Asset Securities Corporation, as the depositor (the "Depositor"), Residential Funding
Company, LLC, as master servicer (the "Master Servicer") and U.S. Bank National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 198amended (the "Code"), or any person (including an
insurance company investing its general account, an investment manager, a named fiduciary or a trustee of any
such plan) who is using "plan assets" of any such plan to effect such acquisition (each of the
foregoing, a "Plan Investor"); or
(b) The Purchaser has provided the Trustee, the Depositor and the Master Servicer with the
Opinion of Counsel described in Section 5.02(e)(i) of the Agreement, which shall be acceptable to and in form
and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the
purchase or holding of Certificates is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master
Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of Counsel
shall not be at the expense of the Trustee, the Depositor or the Master Servicer.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan
Investor or person unless such Plan Investor or person meets the requirements set forth in either (a) or (b)
above.
.
Very truly yours,
_______________________________________
(Purchaser)
By: ____________________________________
Name: __________________________________
Title: ___________________________________
EXHIBIT Q
FORM OF SB-AM SWAP AGREEMENT
DATE: February 23, 2007
TO: U.S. Bank National Association, not in its individual capacity
but solely as supplemental interest trust trustee for the
benefit of RASC Series 2007-KS2 Supplemental Interest Trust,
acting on behalf of the Class A Certificateholders and Class M
Certificateholders under the Pooling and Servicing Agreement
identified below ("PARTY A")
ATTENTION: RASC Series 2007-KS2
FROM: U.S. Bank National Association, not in its individual capacity
but solely as supplemental interest trust trustee for the
benefit of RASC Series 2007-KS2 Supplemental Interest Trust,
acting on behalf of the Class SB Certificateholders under the
Pooling and Servicing Agreement identified below ("PARTY B")
SUBJECT: Payment Swap Confirmation and Agreement
REFERENCE NUMBER
The purpose of this letter agreement (the "Agreement") is to confirm the terms and conditions of the Transaction
entered into on the Trade Date specified below (the "Transaction") between Party A and Party B. This Agreement,
which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms
set forth below, constitutes a "Confirmation" as referred to in the ISDA Form Master Agreement (as defined
below), as well as a "Schedule" as referred to in the ISDA Form Master Agreement.
1. This Agreement is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"). You and we have agreed to enter
into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency-Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master Agreement shall be deemed to
have been executed by you and us on the date we entered into the Transaction. In the event of any inconsistency
between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement
shall prevail for purposes of the Transaction. Terms used and not otherwise defined herein, in the ISDA Form
Master Agreement or the Definitions shall have the meanings assigned to them in the Pooling and Servicing
Agreement, dated as of February 23, 2007, among Residential Asset Securities Corporation, as depositor,
Residential Funding Company, LLC, as master servicer, and U.S. Bank National Association, as trustee and
supplemental interest trust trustee (the "Pooling and Servicing Agreement"). Each reference to a "Section" or to
a "Section" "of this Agreement" will be construed as a reference to a Section of the 1992 ISDA Form Master
Agreement. Each capitalized term used herein that is not defined herein or in the 1992 ISDA Form Master
Agreement shall have the meaning defined in the Pooling and Servicing Agreement. Notwithstanding anything herein
to the contrary, should any provision of this Agreement conflict with any provision of the Pooling and Servicing
Agreement, the provision of the Pooling and Servicing Agreement shall apply.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date:
Effective Date:
Termination Date: February 25, 2037 subject to adjustment in accordance with the
Business Day Convention.
Business Days: California, Minnesota, Texas, New York, Illinois.
Business Day Convention: Following.
PARTY A PAYMENTS:
Party A Payment Dates: Each Distribution Date under the Pooling and Servicing
Agreement.
Party A Payment Amounts: On each Party A Payment Date, the amount, if any, equal to the
aggregate amount of Net Swap Payments and Swap Termination
Payments owed to the Swap Counterparty remaining unpaid after
application of the sum of (A) from the Adjusted Available
Distribution Amount that would have remained had the Adjusted
Available Distribution Amount been applied on such
Distribution Date to make the distributions for such
Distribution Date under Section 4.02(c) clauses (i) through
(x) of the Pooling and Servicing Agreement, the sum of (I)
Accrued Certificate Interest on the Class SB Certificates,
(II) the amount of any Overcollateralization Reduction Amount
and (III) for each Distribution Date after the Certificate
Principal Balance of each Class of Class A Certificates and
Class M Certificates has been reduced to zero, the
Overcollateralization Amount, (B) from prepayment charges on
deposit in the Certificate Amount, any prepayment charges
received on the Mortgage Loans during the related Prepayment
Period and (C) the amount distributable with respect to
REMIC IV Regular Interest IO.
PARTY B PAYMENTS:
Party B Payment Dates: Each Distribution Date under the Pooling and Servicing
Agreement
Party B Payment Amounts: On each Party B Payment Date, an amount equal to the lesser of
(a) the Available Distribution Amount remaining on such
Distribution Date after the distributions on such Distribution
Date under Section 4.02(c) clauses (i) through (vi) of the
Pooling and Servicing Agreement and (b) the aggregate unpaid
Basis Risk Shortfalls allocated to the Class A
Certificateholders and the Class M Certificateholders for such
Distribution Date.
3. Additional Provisions: Each party hereto is hereby advised and acknowledges that the other party has
engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from
taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into
on the terms and conditions set forth herein and in the ISDA Form Master Agreement relating to such Transaction,
as applicable.
4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:
1) Termination Provisions. For purposes of the ISDA Form Master Agreement:
(a) "Specified Entity" is not applicable to Party A or Party B for any purpose.
(b) "Specified Transaction" is not applicable to Party A or Party B for any
purpose, and, accordingly, Section 5(a)(v) shall not apply to Party A or Party B.
(c) The "Cross Default" provisions of Section 5(a)(vi) shall not apply to Party A
or Party B.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to Party A or Party B.
(e) With respect to Party A and Party B, the "Bankruptcy" provision of Section
5(a)(vii)(2) of the ISDA Form Master Agreement will be deleted in its entirety.
(f) The "Automatic Early Termination" provision of Section 6(a) will not apply to
Party A or to Party B.
(g) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(h) "Termination Currency" means United States Dollars.
(i) The provisions of Sections 5(a)(ii), 5(a)(iii) and 5(a)(iv) shall not apply to
Party A or Party B.
(j) Tax Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form
Master Agreement shall not apply to Party A and Party A shall not be required to pay
any additional amounts referred to therein.
2) Tax Representations.
(a) Payer Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of Party A and Party B will make the following representations:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account
of any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of the ISDA Form Master Agreement) to be made by it
to the other party under this Agreement. In making this
representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant
to Section 3(f) of the ISDA Form Master Agreement;
(ii) the satisfaction of the agreement contained in Sections 4(a)(i) or
4(a)(iii) of the ISDA Form Master Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to Sections 4(a)(i) or
4(a)(iii) of the ISDA Form Master Agreement; and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of the ISDA Form Master Agreement, provided that it shall not be
a breach of this representation where reliance is placed on clause (ii) and
the other party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.
(iv) Payee Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, Party A and Party B make the following representations: None
3) Documents to be Delivered. For the purpose of Section 4(a) (i) and 4(a) (iii):
(1) Tax forms, documents, or certificates to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO
DELIVER DOCUMENT CERTIFICATE BE DELIVERED
Party A and Party B Any documents required or Promptly after the earlier of (i) reasonable
reasonably requested to allow demand by either party or (ii) learning that such
the other party to make form or document is required
payments under this Agreement
without any deduction or
withholding for or on the
account of any Tax or with
such deduction or withholding
at a reduced rate
(2) Other documents to be delivered are:
PARTY REQUIRED FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY
TO DELIVER CERTIFICATE DELIVERED SECTION 3(D)
DOCUMENT REPRESENTATION
Party A and Party B Any documents required by the Upon execution and Yes
receiving party to evidence the delivery of this
authority of the delivering party Agreement and such
for it to execute and deliver this Confirmation
Agreement, any Confirmation to
which it is a party, and to
evidence the authority of the
delivering party to perform its
obligations under this Agreement
and such Confirmation.
Party A and Party B A certificate of an authorized Upon the execution Yes
officer of the party, as to the and delivery of this
incumbency and authority of the Agreement and such
respective officers of the party Confirmation
signing this Agreement
4) Miscellaneous. Miscellaneous
(a) Address for Notices: For the purposes of Section 12(a) of this Agreement:
Address for notices or communications to Party A:
Address: RASC Series 2007-KS2 Supplemental Interest Trust
c/o U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, Xxxxxxxxx 00000
with a copy to: Residential Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxx Xxxxxxxx
Facsimile: (000) 000-0000
(For all purposes)
Address for notices or communications to Party B:
Address: RASC Series 2007-KS2 Supplemental Interest Trust
c/o U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, Xxxxxxxxx 00000
with a copy to: Residential Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxx Xxxxxxxx
Facsimile No.: (000) 000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
Party A: Not Applicable
Party B: Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to this Agreement;
neither Party A nor Party B have any Offices other than as set forth in the Notices
Section.
(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement, neither Party A nor Party B is a Multibranch. Party.
(e) Calculation Agent. The Calculation Agent is Residential Funding Company, LLC.
(f) Credit Support Document.
Not Applicable
(g) Credit Support Provider.
Not Applicable
(h) Governing Law. The parties to this ISDA Agreement hereby agree that the law of
the State of New York shall govern their rights and duties in whole, without regard to
the conflict of law provision thereof, other than New York General Obligations Law
Sections 5-1401 and 5-1402.
(i) Non-Petition. Party A and Party B each hereby irrevocably and unconditionally
agrees that it will not institute against, or join any other person in instituting
against or cause any other person to institute against RASC Series 2007-KS2
Supplemental Interest Trust, Mortgage Asset-Backed Pass-Through Certificates, Series
2007-KS2, or the other party any bankruptcy, reorganization, arrangement, insolvency,
or similar proceeding under the laws of the United States, or any other jurisdiction
for the non-payment of any amount due hereunder or any other reason until the payment
in full of the Certificates and the expiration of a period of one year plus ten days
(or, if longer, the applicable preference period) following such payment.
(j) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be held to
be invalid or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and effect
as if this Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter of
this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid
or unenforceable term, provision, covenant or condition with a valid or enforceable term,
provision, covenant or condition, the economic effect of which comes as close as possible to
that of the invalid or unenforceable term, provision, covenant or condition.
(k) [Intentionally Omitted].
(l) Waiver of Jury Trial. Each party to this Agreement respectively waives any
right it may have to a trial by jury in respect of any Proceedings relating to this
Agreement or any Credit Support Document.
(m) Set-Off. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all rights it may
have to set off, net, recoup or otherwise withhold or suspend or condition payment or
performance of any obligation between it and the other party hereunder against any
obligation between it and the other party under any other agreements. The provisions
for Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall not
apply for purposes of this Transaction.
(n) This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
(o) Supplemental Interest Trust Trustee Liability Limitations. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is executed and
delivered by U.S. Bank National Association, not individually or personally but solely
as Supplemental Interest Trust Trustee of Party A and Party B, in the exercise of the
powers and authority conferred and vested in it and that U.S. Bank National
Association shall perform its duties and obligations hereunder in accordance with the
standard of care set forth in Article VIII of the Pooling and Servicing Agreement, (b)
each of the representations, undertakings and agreements herein made on the part of
Party A and Party B is made and intended not as personal representations, undertakings
and agreements by U.S. Bank National Association but is made and intended for the
purpose of binding only Party A and Party B, (c) nothing herein contained shall be
construed as creating any liability on U.S. Bank National Association, individually or
personally, to perform any covenant either expressed or implied contained herein, all
such liability, if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto; provided that nothing in this
paragraph shall relieve U.S. Bank National Association from performing its duties and
obligations hereunder and under the Pooling and Servicing Agreement in accordance with
the standard of care set forth therein, and (d) under no circumstances shall U.S. Bank
National Association be personally liable for the payment of any indebtedness or
expenses of Party A or Party B or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by Party A or
Party B under this Agreement or any other related documents; provided, that nothing in
this paragraph shall relieve U.S. Bank National Association from performing its duties
and obligations hereunder and under the Pooling and Servicing Agreement in accordance
with the standard of care set forth herein and therein.
5) "Affiliate". Party A and Party B shall be deemed to not have any Affiliates for
purposes of this Agreement, including for purposes of Section 6(b)(ii).
6) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end
thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters into a Transaction that:--
(1) Nonreliance. (i) It is not relying on any statement or representation
of the other party regarding the Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of that Transaction and (ii) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed
necessary, and it has made its own investment, hedging and trading decisions based upon its own judgment and upon
any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision to enter into the Transaction and
has been directed by the Pooling and Servicing Agreement to enter into this Transaction; and
(ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and conditions and to assume those risks, financially
and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of
managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line
of business.
(4) Status of Parties. The other party is not acting as agent, fiduciary
or advisor for it in respect of the Transaction.
(5) Eligible Contract Participant. It is an "eligible swap participant"
as such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and it
constitutes an "eligible contract participant" as such term is defined in Section 1(a)12 of the Commodity
Exchange Act, as amended."
7) Account Details and Settlement Information:
PAYMENTS TO PARTY A:
Payments to Party A shall be made in the same manner as
provided for in the Pooling and Servicing Agreement with
respect to the Class A Certificateholders and Class M
Certificateholders.
PAYMENTS TO PARTY B:
Payments to Party B shall be made in the same manner as
provided for in the Pooling and Servicing Agreement with
respect to the Class SB Certificateholders.
Please sign and return to us a copy of this Agreement.
Very truly yours,
U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as supplemental interest trust trustee
for the benefit of RASC Series 2007-KS2 Supplemental
Interest Trust, acting on behalf of the Class SB
Certificateholders
By: _________________________________________
Name:
Title:
AGREED AND ACCEPTED AS OF THE TRADE DATE
U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as supplemental interest trust trustee
for the benefit of RASC Series 2007-KS2 Supplemental
Interest Trust, acting on behalf of the Class A
Certificateholders and Class M Certificateholders
By: _________________________________________
Name:
Title:
EXHIBIT R
ASSIGNMENT AGREEMENT
[ON FILE WITH TRUSTEE]
EXHIBIT S
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Trustee shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
----------------------------------------------------------------------------------------------------- --------------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
----------------------------------------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
REFERENCE CRITERIA
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
GENERAL SERVICING CONSIDERATIONS
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
1122(d)(1)(ii) activities.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
1122(d)(1)(iv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
CASH COLLECTION AND ADMINISTRATION
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more |X| (as to accounts held
than two business days following receipt, or such other number of by Trustee)
1122(d)(2)(i) days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made via wire transfer on behalf of an obligor or to |X| (as to investors
1122(d)(2)(ii) an investor are made only by authorized personnel. only)
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii) transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with |X| (as to accounts held
respect to commingling of cash) as set forth in the transaction by Trustee)
1122(d)(2)(iv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi) access.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
1122(d)(2)(vii) specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
INVESTOR REMITTANCES AND REPORTING
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
1122(d)(3)(i) servicer.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii) the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
POOL ASSET ADMINISTRATION
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Collateral or security on pool assets is maintained as required by
1122(d)(4)(i) the transaction agreements or related asset pool documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii) requirements in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
1122(d)(4)(iv) (e.g., escrow) in accordance with the related pool asset documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v) balance.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
1122(d)(4)(vi) transaction agreements and related pool asset documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
1122(d)(4)(vii) established by the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
1122(d)(4)(viii) temporary (e.g., illness or unemployment).
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
1122(d)(4)(ix) documents.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
1122(d)(4)(x) of days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi) other number of days specified in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
1122(d)(4)(xii) obligor's error or omission.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
1122(d)(4)(xiv) agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
------------------------------- --------------------------------------------------------------------- --------------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
------------------------------- --------------------------------------------------------------------- --------------------------
EXHIBIT T-1
FORM OF FORM 10-K CERTIFICATION
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [____], and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods included in the year covered by that
annual report, of the trust (the "Trust") created pursuant to the Pooling and Servicing Agreement dated as of
February 1, 2007 (the "P&S Agreement") among Residential Asset Securities Corporation (the "Depositor"),
Residential Funding Company, LLC (the "Master Servicer") and U.S. Bank National Association (the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of the last day of the period covered
by this annual report;
3. Based on my knowledge, the servicing information required to be provided to the Trustee by the Master
Servicer under the P&S Agreement for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master Servicer under the P&S Agreement
and based upon my knowledge and the annual compliance review required under the P&S Agreement, and, except as
disclosed in the reports, the Master Servicer has fulfilled its obligations under the P&S Agreement; and
5. The reports disclose all significant deficiencies relating to the Master Servicer's compliance with the
minimum servicing standards based upon the report provided by an independent public accountant, after conducting
a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in the P&S
Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the information provided to me by the
following unaffiliated parties: [the Trustee].
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.
____________________________
Name:
Title:
* to be signed by the senior officer in charge of the servicing functions of the Master Servicer
EXHIBIT T-2
FORM OF BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATION
The undersigned, a Responsible Officer of [______________] (the "Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to be performed by it pursuant to the
provisions of the Pooling and Servicing Agreement dated as of February 1, 2007 (the "Agreement") by and
among Residential Asset Securities Corporation, as depositor, Residential Funding Company, LLC, as
master servicer, and the Trustee in accordance with the standards set forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on the Certificate Register as of the end
of each calendar year that is provided by the Trustee pursuant to Section 4.03(e)(I) of the Agreement is
accurate as of the last day of the 20[ ] calendar year.
Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.
____________________________
Name:
Title:
EXHIBIT U
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE
LOANS
Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Term (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
EXHIBIT V
FORM OF CERTIFICATE TO BE GIVEN BY CERTIFICATE OWNER
Euroclear Cedel, societe anonyme
000 Xxxxxxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx-Xxxxxxxx Xxxxxxxxx
X-0000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx
Re: Residential Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-KS2, Class SB, issued pursuant to the Pooling and Servicing Agreement
dated as of February 1, 2007 among Residential Asset Securities Corporation, Residential
Funding Company, LLC, and
U.S. Bank National Association, as Trustee (the "Certificates").
This is to certify that as of the date hereof and except as set forth below, the beneficial interest in
the Certificates held by you for our account is owned by persons that are not U.S. persons (as defined in Rule
901 under the Securities Act of 1933, as amended).
The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the Certificates held by you in which the undersigned has
acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any such notification, it may be
assumed that this certification applies as of such date.
[This certification excepts beneficial interests in and does not relate to U.S. $_________ principal
amount of the Certificates appearing in your books as being held for our account but that we have sold or as to
which we are not yet able to certify.]
We understand that this certification is required in connection with certain securities laws in the
United States of America. If administrative or legal proceedings are commenced or threatened in connection with
which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a
copy thereof to any interested party in such proceedings.
Dated:_____________________________,*/ By: _________________________ ,
Account Holder
EXHIBIT W
FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CEDEL
U.S. Bank National Association
Re: Residential Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-KS2, Class SB, issued pursuant to the Pooling and Servicing Agreement
dated as of February 1, 2007 among Residential Asset Securities Corporation, Residential
Funding Company, LLC, and U.S. Bank
National Association, as Trustee (the "Certificates").
This is to certify that, based solely on certifications we have received in writing, by tested telex or
by electronic transmission from member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations") as of the date hereof, $____________
principal amount of the Certificates is owned by persons (a) that are not U.S. persons (as defined in Rule 901
under the Securities Act of 1933. as amended (the "Securities Act")) or (b) who purchased their Certificates (or
interests therein) in a transaction or transactions that did not require registration under the Securities Act.
We further certify (a) that we are not making available herewith for exchange any portion of the related
Temporary Regulation S Global Class SB Certificate excepted in such certifications and (b) that as of the date
hereof we have not received any notification from any of our Member Organizations to the effect that the
statements made by them with respect to any portion of the part submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof
We understand that this certification is required in connection with certain securities laws of the
United States of America. If administrative or legal proceedings are commenced or threatened in connection with
which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a
copy hereof to any interested party in such proceedings.
Date:______________________* Yours faithfully,
* To be dated no earlier By: __________________________________________________________
than the Effective Date. Xxxxxx Guaranty Trust Company of New York, Brussels Office, as
Operator of the Euroclear Clearance System
Cedel, Societe anonyme
* Certification must be dated on or after the 15th day before the date of the Euroclear or Cedel
certificate to which this certification releases.
