RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
DEPOSITOR,
RESIDENTIAL FUNDING COMPANY, LLC,
MASTER SERVICER,
AND
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-SP4
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS................................................................................4
Section 1.01. Definitions.......................................................................4
Section 1.02. Determination of LIBOR...........................................................50
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................51
Section 2.01. Conveyance of Mortgage Loans.....................................................51
Section 2.02. Acceptance by Trustee............................................................56
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor57
Section 2.04. Representations and Warranties of Residential Funding............................59
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC Regular
Interests .......................................................................61
Section 2.06. Purposes and Powers of the Trust.................................................62
Section 2.07. Agreement Regarding Ability to Disclose..........................................62
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................62
Section 3.01. Master Servicer to Act as Servicer...............................................62
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of
Subservicers' Obligations........................................................64
Section 3.03. Successor Subservicers...........................................................66
Section 3.04. Liability of the Master Servicer.................................................66
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders66
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................67
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account......67
Section 3.08. Subservicing Accounts; Servicing Accounts........................................70
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.....71
Section 3.10. Permitted Withdrawals from the Custodial Account.................................71
Section 3.11. Maintenance of Primary Insurance Coverage........................................73
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................74
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments .............................................................75
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................77
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................................80
Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation.........81
Section 3.17. Reports to the Trustee and the Depositor.........................................82
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.......................82
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................83
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........................83
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................83
Section 4.01. Certificate Account..............................................................83
Section 4.02. Distributions....................................................................84
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act
Reporting .......................................................................90
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master
Servicer ........................................................................94
Section 4.05. Allocation of Realized Losses....................................................96
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....................98
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................................98
Section 4.08. Limited Mortgage Loan Repurchase Right...........................................99
Section 4.09. The Yield Maintenance Agreement..................................................99
Section 4.10. The Swap Agreement..............................................................101
Section 4.11. Derivative Contracts............................................................103
Section 4.12. Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap Termination
Payments .......................................................................104
ARTICLE V THE CERTIFICATES.........................................................................105
Section 5.01. The Certificates................................................................105
Section 5.02. Registration of Transfer and Exchange of Certificates...........................107
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................113
Section 5.04. Persons Deemed Owners...........................................................113
Section 5.05. Appointment of Paying Agent.....................................................113
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER....................................................114
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.................114
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of
Rights and Delegation of Duties by Master Servicer..............................114
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others........115
Section 6.04. Depositor and Master Servicer Not to Resign.....................................116
ARTICLE VII DEFAULT..................................................................................116
Section 7.01. Events of Default...............................................................116
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........................118
Section 7.03. Notification to Certificateholders..............................................119
Section 7.04. Waiver of Events of Default.....................................................119
ARTICLE VIII CONCERNING THE TRUSTEE...................................................................120
Section 8.01. Duties of Trustee...............................................................120
Section 8.02. Certain Matters Affecting the Trustee...........................................121
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........................123
Section 8.04. Trustee May Own Certificates....................................................123
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.............123
Section 8.06. Eligibility Requirements for Trustee............................................124
Section 8.07. Resignation and Removal of the Trustee..........................................125
Section 8.08. Successor Trustee...............................................................125
Section 8.09. Merger or Consolidation of Trustee..............................................126
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................................126
Section 8.11. Appointment of Custodians.......................................................127
Section 8.12. Appointment of Office or Agency.................................................128
Section 8.13. DTC Letter of Representations...................................................128
Section 8.14. Yield Maintenance Agreement and Swap Agreement..................................128
ARTICLE IX TERMINATION..............................................................................128
Section 9.01. Termination Upon Purchase by Residential Funding or Liquidation of All Mortgage
Loans ..........................................................................128
Section 9.02. Additional Termination Requirements.............................................131
ARTICLE X REMIC PROVISIONS.........................................................................132
Section 10.01. REMIC Administration............................................................132
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification................135
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................136
Section 11.01. Amendment.......................................................................136
Section 11.02. Recordation of Agreement; Counterparts..........................................138
Section 11.03. Limitation on Rights of Certificateholders......................................139
Section 11.04. Governing Law...................................................................139
Section 11.05. Notices.........................................................................140
Section 11.06. Notices to Rating Agencies......................................................140
Section 11.07. Severability of Provisions......................................................141
Section 11.08. Supplemental Provisions for Resecuritization....................................141
Section 11.09. [Reserved]......................................................................142
Section 11.10. Third Party Beneficiaries.......................................................142
ARTICLE XII COMPLIANCE WITH REGULATION AB............................................................142
Section 12.01. Intent of Parties; Reasonableness...............................................142
Section 12.02. Additional Representations and Warranties of the Trustee........................142
Section 12.03. Information to be Provided by the Trustee.......................................143
Section 12.04. Report on Assessment of Compliance and Attestation..............................143
Section 12.05. Indemnification; Remedies.......................................................144
EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C [Reserved]
Exhibit D Form of Class SB Certificate
Exhibit E Form of Class R Certificate
Exhibit F Form of Custodial Agreement
Exhibit G Mortgage Loan Schedule
Exhibit H Form of Request for Release
Exhibit I-1 Form of Transfer Affidavit and Agreement
Exhibit I-2 Form of Transferor Certificate
Exhibit J Form of Investor Representation Letter
Exhibit K Form of Transferor Representation Letter
Exhibit L Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit M Form of Limited Guaranty
Exhibit N Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O Form of Rule 144A Investment Representation
Exhibit P [Reserved]
Exhibit Q Form of ERISA Representation Letter (Class M Certificates and Restricted Class A Certificates)
Exhibit R-1 Form of Form 10-K Certification
Exhibit R-2 Form Back-up Certification to Form 10-K Certificate
Exhibit S Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable Modified Mortgage
Loans
Exhibit T [Reserved]
Exhibit U Yield Maintenance Agreement
Exhibit V Servicing Criteria to be addressed in Assessment of Compliance
Exhibit W Form of ERISA Representation Letter (Unrestricted Class A Certificates)
This Pooling and Servicing Agreement, effective as of November 1, 2006, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as
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 twelve 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 Yield Maintenance Agreement, the Supplemental Interest Trust
Account and the Swap Agreement and any payments thereunder) 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." The Class R-I
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 for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for the REMIC I Regular Interests shall be the 360th Distribution Date. The REMIC I Regular
Interests will not be certificated.
INITIAL UNCERTIFICATED
UNCERTIFICATED REMIC I REMIC I LATEST POSSIBLE MATURITY
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE DATE
AA (1) $303,140,029.78 November 2036
A-1 (1) 1,769,270 November 2036
A-2 (1) 457,240 November 2036
A-3 (1) 475,450 November 2036
M-1 (1) 125,280 November 2036
M-2 (1) 98,980 November 2036
M-3 (1) 40,220 November 2036
M-4 (1) 20,100 November 2036
M-5 (1) 21,660 November 2036
M-6 (1) 30,930 November 2036
ZZ (1) $3,147,401.22 November 2036
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will elect 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".
The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II 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, Final Scheduled Distribution Date and initial ratings for each Class of Certificates
comprising the interests representing "regular interests" in REMIC II. The "latest possible maturity date" (determined for purposes
of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Interests shall be the 360th
Distribution Date.
AGGREGATE
INITIAL
CERTIFICATE
PRINCIPAL FINAL SCHEDULED
DESIGNATION TYPE PASS-THROUGH RATE BALANCE DISTRIBUTION DATE INITIAL RATINGS
XXXXX'X S&P FITCH
Class A-1(1) Senior Adjustable(2) (3) 176,927,000 November 25, 2036 Aaa AAA AAA
Class A-2(1) Senior Adjustable(2) (3) 45,724,000 November 25, 2036 Aaa AAA AAA
Class A-3(1) Senior Adjustable(2) (3) 47,545,000 November 25, 2036 Aaa AAA AAA
Class M-1(1) Mezzanine Adjustable(2) (3) 12,528,000 November 25, 2036 Aa2 AA+ AA
Class M-2(1) Mezzanine Adjustable(2) (3) 9,898,000 November 25, 2036 A2 A+ A+
Class M-3(1) Mezzanine Adjustable(2) (3) 4,022,000 November 25, 2036 Baa1 A- A
Class M-4(1) Mezzanine Adjustable(2) (3) 2,010,000 November 25, 2036 Baa2 BBB+ A-
Class M-5(1) Mezzanine Adjustable(2) (3) 2,166,000 November 25, 2036 Baa3 BBB BBB+
Class M-6(1) Mezzanine Adjustable(2) (3) 3,093,000 November 25, 2036 Ba1 BBB- BBB-
Class SB
Interest Subordinate Variable(4) 5,413,561 November 25, 2036 N/R N/R N/R
Class R-I Residual N/A N/A N/A N/R N/R N/R
Class R-II Residual N/A N/A N/A N/R N/R N/R
(1) The Class A and Class M Certificates will represent ownership of their respective REMIC II
Regular Interests together with certain rights to payments to be made from amounts received under the
Yield Maintenance Agreement, the payments of which are considered made for federal income tax purposes
outside of REMIC II.
(2) The REMIC II Regular Interests ownership of which is represented by the Class A and Class M
Certificates, will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each
subject to payment caps as described in the definition of "Pass-Through Rate" and the provisions for
the payment of Class A Net WAC Cap Shortfall Carry-Forward Amounts, and Class M Net WAC Cap Shortfall
Carry-Forward Amounts herein, which payments will not be part of the entitlement of the REMIC II
Regular Interests related to such Certificates.
(3) The Class A 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 II Regular Interest is
entitled and from amounts received under the Swap Agreement, which payment rights and amounts are
considered made outside REMIC II and do not constitute any entitlement from any REMIC hereunder.
(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 II 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 Yield Maintenance Agreement and the Swap Agreement shall be
outside and apart from its rights under the REMIC II Regular Interests SB-IO and SB-PO.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $309,326,561. The Mortgage Loans are
fixed-rate and adjustable-rate, first and junior lien seasoned mortgage loans having terms to maturity at origination or modification
of generally not more than 30 years.
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 the Class A, and Class M Certificates, 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 Mortgage Loans during the prior calendar month (to the extent not covered by Eligible Master Servicing
Compensation pursuant to Section 3.16) and by the amount of Relief Act Shortfalls and Deferred Interest Shortfalls on the Mortgage
Loans during the related Due Period, in each case to the extent allocated to that Class of Certificates pursuant to Section 4.02(g)
and Section 4.02(h), respectively. Accrued Certificate Interest for each Class on any Distribution Date shall be further reduced by
the interest portion of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05.
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 for that Distribution Date 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 Eligible Master Servicing Compensation pursuant
to Section 3.16, by the Excess Cash Flow pursuant to clauses (xvi) and (xvii) of Section 4.02(c), the Yield Maintenance Agreement
pursuant to clauses (iii) and (iv) under Section 4.09(c) or the Swap Agreement pursuant to clauses (iii) and (iv) under Section
4.10(c). In addition, Accrued Certificate Interest with respect to each Distribution Date, as to the Class SB Certificates, shall be
reduced by an amount equal to the interest portion of Realized Losses allocated to the Overcollateralization Amount pursuant to
Section 4.05 hereof. Accrued Certificate Interest on the Class A and Class M Certificates shall accrue on the basis of a 360-day year
and the actual number of days in the related Interest Accrual Period. Accrued Certificate Interest on the Class SB Certificates shall
accrue on the basis of a 360 day year consisting of twelve 30 day months.
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 related Subservicing Fee Rate.
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.
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,
REO Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08 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, Insurance Proceeds, REO Proceeds, Subsequent Recoveries 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, one of the following: (i) the lesser of (a) the appraised value
of such Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (b) the
sales price of the Mortgaged Property at such time of origination, (ii) in the case of a Mortgaged Property securing a refinanced or
modified Mortgage Loan, one of (1) the appraised value based upon the appraisal made at the time of origination of the loan which was
refinanced or modified, (2) the appraised value determined in an appraisal made at the time of refinancing or modification or (3) the
sales price of the Mortgaged Property, or (iii) with respect to the Mortgage Loans for which a broker's price opinion was obtained,
the value contained in such opinion.
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.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from
the Mortgagor to the originator of the Cooperative Loan.
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 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 4.08 and any amounts deposited in the Custodial
Account pursuant to Section 9.01, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date
of: (w) any payments or collections consisting of prepayment charges on the Mortgage Loans that were received during the related
Prepayment Period, (x) the Amount Held for Future Distribution and (y) amounts permitted to be withdrawn by the Master Servicer from
the Custodial Account pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and (z) any Net Swap Payments owed to the Swap
Counterparty and Swap Termination Payments owed to the Swap Counterparty 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.
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 States of
California, New York, Minnesota or 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.
Call Rights: As defined in Section 9.01(e).
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 though September 30, and October 1 through December 31
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of unreimbursed Advances or
Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the preceding calendar month
and reimbursed to the Master Servicer or Subservicer pursuant to Section 3.10(a)(vii) on or prior to such Distribution Date plus the
Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by which the amount of
Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the preceding calendar
month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for such
Distribution Date.
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 Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-SP4" 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 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 Balance of each class of Class A and Class M Certificates to which a Realized Loss was previously allocated and
remains unreimbursed will be increased, sequentially, as follows: first, the Class A Certificates on a pro rata basis, then the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, in that order, to the extent of Realized Losses
previously allocated thereto and remaining unreimbursed, but only to the extent of Subsequent Recoveries received during the previous
calendar month and available for distribution pursuant to Section 4.02(c)(xiii). With respect to each Class SB Certificate, on any
date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times an amount equal to 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 and Class M Certificates then outstanding. 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 Certificate: Any one of the Class A-1, Class A-2 or Class A-3 Certificates.
Class A Interest Distribution Amount: With respect to each Class of Class A Certificates and any Distribution Date, the
aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class of Class A Certificates for such
Distribution Date, plus any related Accrued Certificate Interest thereon remaining unpaid from any prior Distribution Date.
Class A Margin: With respect to the Class A-1 Certificates, 0.10% per annum and on any Distribution Date on or after the
second Distribution Date after the first possible Optional Termination Date, 0.20% per annum. With respect to the Class A-2
Certificates, initially 0.17% per annum, and on any Distribution Date on or after the second Distribution Date after the possible
Optional Termination Date, 0.34% per annum. With respect to the Class A-3 Certificates, initially 0.25% per annum, and on any
Distribution Date on or after the second Distribution Date after the first possible Optional Termination Date, 0.50% per annum.
Class A Net WAC Cap Shortfall: With respect to each Class of the Class A Certificates and any Distribution Date for which
the Pass-Through Rate for any such Class of Class A Certificates is equal to the Net WAC Cap Rate, the excess, if any, of (x) Accrued
Certificate Interest on that Class of Certificates on such Distribution Date, calculated at a rate equal to the lesser of (a) LIBOR
plus the related Class A Margin, as calculated for such Distribution Date, and (b) the Maximum Mortgage Loan Rate, over (y) Accrued
Certificate Interest on such Class of Class A Certificates for such Distribution Date calculated at the Net WAC Cap Rate.
Class A Net WAC Cap Shortfall Carry-Forward Amount: With respect to each Class of Class A Certificates and any Distribution
Date, the sum of (a) the aggregate amount of Class A Net WAC Cap Shortfall for such Class on such Distribution Date plus (b) any
Class A Net WAC Cap Shortfall Carry-Forward Amount for such Class remaining unpaid from the preceding Distribution Date, plus (c) one
month's interest on the amount in clause (b) (based on the number of days in the preceding Interest Accrual Period), to the extent
previously unreimbursed by the Excess Cash Flow pursuant to Section 4.02(c)(xviii), payments under the Yield Maintenance Agreement
pursuant to Section 4.09(c)(v) and Net Swap Payments pursuant to Section 4.10(c)(v), at a rate equal to the related Pass-Through Rate.
Class A Principal Distribution Amount: With respect to any Distribution Date (i) 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 (ii) 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 A-1 Certificate: Any one of the Class A-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 Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the Class A Net WAC Cap Shortfall
Carry-Forward Amount from the Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the
Swap Agreement to the extent described herein.
Class A-2 Certificate: Any one of the Class A-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, Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the Class A Net WAC
Cap Shortfall Carry-Forward Amount from the Excess Cash Flow the Yield Maintenance Agreement and the Supplemental Interest Trust
Account and the Swap Agreement to the extent described herein.
Class A-3 Certificate: Any one of the Class A-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, Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the Class A Net WAC
Cap Shortfall Carry-Forward Amount from the Excess Cash Flow the Yield Maintenance Agreement and the Supplemental Interest Trust
Account and the Swap Agreement to the extent described herein.
Class M Certificate: Any one of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.
Class M Margin: With respect to the Class M-1 Certificates, initially 0.34% per annum, and on any Distribution Date on or
after the second Distribution Date after the first possible Optional Termination Date, 0.51% per annum. With respect to the Class M-2
Certificates, initially 0.46% per annum, and on any Distribution Date on or after the second Distribution Date after the first
possible Optional Termination Date, 0.69% per annum. With respect to the Class M-3 Certificates, initially 1.00% per annum, and on
any Distribution Date on or after the second Distribution Date after the first possible Optional Termination Date, 1.50% per annum.
With respect to the Class M-4 Certificates, initially 1.60% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 2.40% per annum. With respect to the Class M-5 Certificates,
initially 2.50% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Optional
Termination Date, 3.75% per annum. With respect to the Class M-6 Certificates, initially 2.50% per annum, and on any Distribution
Date on or after the second Distribution Date after the first possible Optional Termination Date, 3.75% per annum.
Class M Net WAC Cap Shortfall: With respect to each Class of the Class M Certificates and any Distribution Date for which
the Pass-Through Rate for any such Class of Certificates is equal to the Net WAC Cap Rate, the excess, if any, of (x) Accrued
Certificate Interest on that Class of Certificates on such Distribution Date, using the lesser of (a) LIBOR plus the related Class M
Margin, as calculated for such Distribution Date, and (b) the Maximum Mortgage Loan Rate, over (y) Accrued Certificate Interest on
such Class of Class M Certificates for such Distribution Date calculated at the Net WAC Cap Rate.
Class M Net WAC Cap Shortfall Carry-Forward Amount: With respect to each Class of the Class M Certificates and any
Distribution Date, the sum of (a) the aggregate amount of Class M Net WAC Cap Shortfall for each such Class on such Distribution Date
plus (b) any Class M Net WAC Cap Shortfall Carry-Forward Amount for such Classes remaining unpaid from the preceding Distribution
Date, plus (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding Interest Accrual
Period), to the extent previously unreimbursed by the Excess Cash Flow pursuant to Section 4.02(c)(xviii) payments under the Yield
Maintenance Agreement pursuant to Section 4.09(c)(v) and Net Swap Payments pursuant to Section 4.10(c)(v), at a rate equal to the
related Pass-Through Rate.
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, Class M-3, Class M-4, Class M-5, Class M-6,
Class SB 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 II for purposes of the REMIC Provisions and (ii) the right
to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Excess Cash Flow the Yield Maintenance Agreement and the
Supplemental Interest Trust Account and the Swap Agreement to the extent described herein.
Class M-1 Interest Distribution Amount: With respect to the Class M-1 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (i) 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 (ii) 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, Class M-4, Class M-5, Class M-6, Class SB
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 II for purposes of the REMIC Provisions and (ii) the right to
receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from Excess Cash Flow the Yield Maintenance Agreement and the
Supplemental Interest Trust Account and the Swap Agreement to the extent described herein.
Class M-2 Interest Distribution Amount: With respect to the Class M-2 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (i) 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 (ii) 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, senior to the Class M-4, Class M-5, Class M-6 Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the
Class M Net WAC Cap Shortfall Carry-Forward Amount from Excess Cash Flow the Yield Maintenance Agreement and the Supplemental Interest
Trust Account and the Swap Agreement to the extent described herein.
Class M-3 Interest Distribution Amount: With respect to the Class M-3 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (i) 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, Class M-1 Principal Distribution Amount and
Class M-2 Principal Distribution Amount or (ii) 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,
Class M-1 and Class M-2 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A,
Class M-1 and Class M-2 Certificates (after taking into account the payment of the Class A, Class M-1 and Class M-2 Principal
Distribution Amounts 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, Class M-6, Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the
Class M Net WAC Cap Shortfall Carry-Forward Amount from the Excess Cash Flow the Yield Maintenance Agreement and the Supplemental
Interest Trust Account and the Swap Agreement to the extent described herein.
Class M-4 Interest Distribution Amount: With respect to the Class M-4 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (i) 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, Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount and Class M-3 Principal Distribution Amount or (ii) 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,
Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A,
Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the payment of the Class A, Class M-1, Class M-2
and Class M-3 Principal Distribution Amounts 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, Class SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC
Cap Shortfall Carry-Forward Amount from Excess Cash Flow the Yield Maintenance Agreement and the Supplemental Interest Trust Account
and the Swap Agreement to the extent described herein.
Class M-5 Interest Distribution Amount: With respect to the Class M-5 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date (i) 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, Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount and Class M-4 Principal Distribution Amount or
(ii) 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,
Class M-1, Class M-2, Class M-3 and Class M-4 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates (after taking into account the payment of the Class A, Class M-1,
Class M-2, Class M-3 and Class M-4 Principal Distribution Amounts 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 SB 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 II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall
Carry-Forward Amount from Excess Cash Flow the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M-6 Interest Distribution Amount: With respect to the Class M-6 Certificates and any Distribution Date, the aggregate
amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.
Class M-6 Principal Distribution Amount: With respect to any Distribution Date (i) 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, Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount and Class
M-5 Principal Distribution Amount or (ii) 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,
Class M-1, Class M-2, Class M-3, Class M-4 Principal Distribution Amounts and Class M-5 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates (after taking into account the payment of the Class A, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution Amounts 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 R Certificate: Collectively, the Class R-I Certificates and Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit E and evidencing an interest designated as a "residual interest" in
REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit E and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
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 D, subordinate to the Class A Certificates and 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 II together with certain rights to payments under the Yield Maintenance Agreement and the
Swap Agreement for purposes of the REMIC Provisions.
Closing Date: December 8, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Cooperative: A private, cooperative housing corporation which owns or leases land and all or part of a building or
buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors
authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and
secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a recognition agreement between
the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the
related Cooperative Stock.
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 00000-0000, Attention: Structured Finance
Services/RAAC Series 2006-SP4.
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
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 F hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: November 1, 2006.
Cut-off Date Balance: $309,326,561.
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 during 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.
Deferred Interest: With respect to any Neg Am Loan, as of any Due Date, the amount, if any, by which the Mortgage Loan
Accrued Interest for such Due Date exceeds the Monthly Payment for such Due Date and which amount, pursuant to the terms of the
Mortgage Note, is added to the Stated Principal Balance of the Mortgage Loan.
Deferred Interest Shortfall: With respect to any Class of the Class A and Class M Certificates and any Distribution Date
for which Deferred Interest exists and upon which the Accrued Certificate Interest on the Class A and Class M Certificates exceeds
the Available Distribution Amount on such Distribution Date, the lesser of (a) such excess and (b) the amount of such Deferred
Interest.
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.
Derivative Contract: Any ISDA Master Agreement, together with the related Schedule and Confirmation, entered into by the
Trustee and a Derivative Counterparty in accordance with Section 4.11.
Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.11.
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,
which includes 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 the month immediately following the month of the initial issuance
of the Certificates 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 December 8, 2006, 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.
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 and
the Yield Maintenance Deposit Account, a trust account or accounts maintained in the corporate trust department 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 lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution Date, an amount equal to Prepayment Interest
Shortfalls resulting from Principal Prepayments in Full or Curtailments during the related Prepayment Period, but not more than the
lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans immediately preceding such Distribution
Date and (b) the sum of the Servicing Fee, all income and gain on amounts held in the Custodial Account and the Certificate Account
and amounts payable to the Certificateholders with respect to such Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi) 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 7.02(a).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to the Mortgage Loans and any Distribution Date, an amount equal to the sum of (A) the
excess of (1) the Available Distribution Amount for that Distribution Date over (2) the sum of (x) the Interest Distribution Amount
for that Distribution Date and (y) the Principal Remittance Amount for that Distribution Date and (B) the Overcollateralization
Reduction Amount, if any, for that Distribution Date.
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.
Xxxxxx Mae: 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: The Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
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: With respect to the Class A, Class M and Class SB Certificates, solely for purposes of
the face of the Certificates, the Distribution Date in November 2036. 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 or Class M
Certificates on or before its Final Scheduled Distribution Date.
Fitch: Fitch Ratings, Inc., or its successor in interest.
Fixed Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in November 2011, an amount
equal to the product of (x) a fixed rate equal to 4.487% per annum, (y) the Swap Agreement Notional Balance for that Distribution
Date and (z) a fraction, the numerator of which is (a) 18 for the Distribution Date in December 2006 and (b) 30 for any Distribution
Date occurring after the Distribution Date in December 2006, and the denominator of which is 360.
Floating Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in November 2011, an
amount equal to the product of (x) One-Month LIBOR as determined pursuant to the swap agreement, (y) the Swap Agreement Notional
Balance for that Distribution Date and (z) a fraction, the numerator of which is (a) 18 for the Distribution Date in December 2006
and (b) the actual number of days in the related calculation period as provided in the Swap Agreement for any Distribution Date
occurring after the Distribution Date in December 2006, 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.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, 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 in Exhibit G hereto as the "NOTE MARGIN," which percentage is added to the related Index on each Adjustment Date
to determine (subject to rounding in accordance with the related Mortgage Note, the 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.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O that are subject to special rules, disclosure requirements
and other provisions that were added to the Federal Truth in Lending Act by the Home Ownership and Equity Protection Act of 1994.
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 Class A and Class M Certificates, (i) with respect to the Distribution Date in
December 2006, the period commencing on the Closing Date and ending on the day preceding the Distribution Date in December 2006, and
(ii) with respect to any Distribution Date after the Distribution Date in December 2006, 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. With respect to the Class SB Certificates and any Distribution Date, the prior calendar month.
Interest Distribution Amount: The sum of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Interest Distribution Amounts.
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the Depositor, the Master Servicer, the Trustee, any Mortgagor, any
Manager of a Mortgaged Property, or any Person known to a Responsible Officer of the Trustee to be an Affiliate of any of them.
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 to by law to be closed.
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.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its successor.
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 Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds and Subsequent Recoveries.
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 (plus, in the case of a junior lien Mortgage Loan, the
principal balance of the Senior Mortgage Loan on the Related Mortgaged Property) and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Marker Rate: With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO and any Distribution Date, a
per annum rate equal to two (2) multiplied by the weighted average of the Uncertificated REMIC I Pass-Through Rates for each REMIC I
Regular Interest (other than the REMIC I Regular Interest AA) with the rates on each such REMIC I Regular Interest (other than
REMIC I Regular Interest ZZ) subject to a cap equal to the Pass-Through Rate for the corresponding Class for such REMIC I Regular
Interest, and the rate on REMIC I Regular Interest ZZ subject to a cap of zero, in each case for purposes of this calculation.
Maturity Date: With respect to each Class of Certificates representing ownership of regular interest or Uncertificated
Regular Interests issued by each of REMIC I and REMIC II 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, the
Distribution Date in November 2036, which is the Distribution Date occurring in the month following the last scheduled monthly
payment of the Mortgage Loans.
Maximum Mortgage Loan Rate: With respect to the Class A and Class M Certificates and any Interest Accrual Period, 14.00%
per annum.
Maximum Mortgage Rate: With respect to any adjustable rate Mortgage Loan, the rate indicated in Exhibit G hereto as the
"NOTE CEILING," which rate is the maximum interest rate that may be applicable to such adjustable rate Mortgage Loan at any time
during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable rate Mortgage Loan and any date of determination, the Maximum
Mortgage Rate minus the sum of (i) the Subservicing Fee Rate and (ii) the Servicing Fee Rate and, as to any fixed rate Mortgage Loan
and any class of determination, the Net Mortgage Rate thereof.
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, the greater of (i) the Note Margin and (ii) the
rate indicated in Exhibit G hereto as the "NOTE FLOOR", which rate may be applicable to such adjustable rate Mortgage Loan at any
time during the life of such adjustable rate Mortgage Loan and, as to any fixed rate Mortgage Loan and any date of determination, the
Net Mortgage Rate thereof.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing Modification, the Mortgage
Rate, minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
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 successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan, 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 Loan Accrued Interest: With respect to each Neg Am Loan and each Due Date, the aggregate amount of interest
accrued at the Mortgage Rate in respect of such Mortgage Loan since the preceding Due Date (or in the case of the initial Due Date,
since the Cut-off Date) to but not including such Due Date with respect to which the Mortgage Loan Accrued Interest is being
calculated in accordance with the terms of such Mortgage Loan, after giving effect to any previous Principal Prepayments, Deficient
Valuation or Debt Service Reduction in respect of such Neg Am Loan.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit G (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") for Mortgage Loans and if such Loan is
a Balloon Loan, the amortization thereof;
(iv) the Mortgage Rate as of origination ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate Mortgage Loan ("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" for the adjustable rate Mortgage Loans);
(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) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans ("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the adjustable rate Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC DECR" or "PERIODIC INCR"); and
(xvii) (the rounding of the semi-annual or annual adjustment to the Mortgage Rate with respect to the adjustable
rate Mortgage Loans ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set forth all of the information required.
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, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect
to each Mortgage Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor
under a Mortgage Loan, together with any modification thereto.
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 Exhibit G, except in the case of the adjustable rate Mortgage Loans indicated by an "X" on
Exhibit G or hereto 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, or with respect to a Cooperative Loan, the
related Cooperative Lease and Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Neg Am Loan: Any Mortgage Loan providing for negative amortization, as indicated in the Mortgage Loan Schedule.
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 sum of (i) the related Servicing Fee Rate and (ii) the related
Subservicing 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: With respect to any Distribution Date, a per annum rate (which will not be less than zero) equal to the
excess of (i) the product of (a) the weighted average of the Net Mortgage Rates of the Mortgage Loans using the Net Mortgage Rates in
effect for the scheduled payments due on such Mortgage Loans during the related Due Period, and (b) a fraction expressed as a
percentage, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual
Period, over (ii) the product of (a) a fraction expressed as a percentage the numerator of which is the product of (x) the amount of
any Net Swap Payments or Swap Termination Payments not due to a Swap Counterparty Trigger Event owed to the Swap Counterparty as of
such Distribution Date and (y) 12, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date, and (b) a fraction expressed as a percentage, the numerator of which is 30 and the denominator of which is
the actual number of days in the related Interest Accrual Period. For federal income tax purposes, however, the foregoing
is expressed as a per annum rate equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular Interest.
Net WAC Cap Shortfall: Any Class A Net WAC Cap Shortfall or Class M Net WAC Cap Shortfall.
Net WAC Cap Shortfall Carry-Forward Amount: Any Class A Net WAC Cap Shortfall Carry-Forward Amount, Class M Net WAC Cap
Shortfall Carry-Forward Amount.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
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 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 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 an Officer's Certificate 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 in Exhibit G hereto 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.
Notional Amount: With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO, immediately prior to any
Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC I Regular Interests.
Officer's 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, who 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 REMIC I or REMIC II as REMICs 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, 4.07 or 4.08.
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 and Class M Certificates as of such date, before taking into account
distributions of principal to be made on that Distribution 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, an amount equal to the lesser of (i) the sum
of (a) Excess Cash Flow for that Distribution Date available to make payments pursuant to Section 4.02(c)(xi), amounts received by
the Trust on that Distribution Date available to make payments pursuant to Section 4.09(c)(ii) and amounts received by the
Supplemental Interest Trust on that Distribution Date available to make payments pursuant to Section 4.10(c)(ii) and (ii) the excess,
if any, of (x) the Required Overcollateralization Amount for that Distribution Date over (y) the Overcollateralization Amount for
that Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date for which the Excess Overcollateralization
Amount is, or would be, after taking into account all other distributions to be made on such Distribution Date, greater than zero, an
amount equal to the lesser of (i) the Excess Overcollateralization Amount for that Distribution Date and (ii) the Principal
Remittance Amount for 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 the Class A Certificates and each Interest Accrual Period, a per annum rate equal to the
least of (i) LIBOR plus the related Class A Margin, (ii) the Maximum Mortgage Loan Rate and (iii) the Net WAC Cap Rate. With respect
to the Class M Certificates and each Interest Accrual Period, a per annum rate equal to the least of (i) LIBOR plus the related
Class M Margin, (ii) the Maximum Mortgage Loan Rate and (iii) the Net WAC Cap Rate.
With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is (x) the sum, for each REMIC I Regular Interest, of the excess of the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Marker Rate, applied to the Uncertificated
Notional Amount and the denominator of which is (y) the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests.
Paying Agent: U.S. Bank National Association, or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A and 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 lower of the
then-current rating or the rating assigned to such Certificates as of the Closing Date 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 and Fitch and Aaa in the case of Moody's, 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, P-1 in the case of Moody's and F-1 in the case of
Fitch; 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.
Pool Stated Principal Balance: With respect to any date of determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period preceding such date of
determination.
Prepayment Assumption: With respect to the Class A and 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 assumes a prepayment rate of 20% HEP with respect to the fixed-rate first lien Mortgage Loans, 30% HEP with respect
to the fixed rate second lien mortgage loans and 100% PPV with respect to the adjustable-rate Mortgage Loans.
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 Exhibit G
with the exception of either code "23" or "96" under the column "MI CO CODE".
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of (i) the sum of
(x) the Available Distribution Amount for such Distribution Date, plus any amounts received pursuant to the Swap Agreement by the
Supplemental Interest Trust and amounts received pursuant to the Yield Maintenance Agreement by the Trust for the Distribution Date,
over (ii) 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, 4.07 or 4.08,
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 and the Stated Principal Balance of Mortgage
Loans purchased pursuant to Section 9.01 in connection with such Distribution Date, if applicable;
(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 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 (a) Subsequent Recoveries for such Distribution Date and (b) the principal portion of any
Realized Losses allocated to any Class of Certificates on a prior Distribution Date and remaining unreimbursed;
(v) the sum of (I) the lesser of (a) Excess Cash Flow for that Distribution Date (to the extent not used
pursuant to clause (iv) of this definition on such Distribution Date) and (b) 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 to
the extent covered by Payments under the Yield Maintenance Agreement for that Distribution Date, (II) the lesser of
(a) payments under the Yield Maintenance Agreement for that Distribution Date (to the extent not used pursuant to
clause (iv) of this definition on such Distribution Date) and (b) 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 to the extent
covered by payments under the Yield Maintenance Agreement for that Distribution Date and (III) the lesser of (a) Net Swap
Payments for that Distribution Date (to the extent not used pursuant to clause (iv) of this definition on such Distribution
Date) and (b) 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 to the extent covered by Net Swap Payments for that Distribution Date
; and
(vi) the sum of (I) the lesser of (a) the Excess Cash Flow for such Distribution Date (to the extent not used to
cover Realized Losses pursuant to clause (iv) and (v) of this definition on such Distribution Date) and (b) the
Overcollateralization Increase Amount (without giving effect to Section 4.02(c)(xvii)) for such Distribution Date to the
extent covered by Excess Cash Flow for that Distribution Date, (II) the lesser of (a) the payments under the Yield
Maintenance Agreement for such Distribution Date (to the extent not used to cover Realized Losses pursuant to
clause (iv) and (v) of this definition on such Distribution Date) and (b) the Overcollateralization Increase Amount (without
giving effect to Section 4.02(c)(xvii) and Section 4.09(c) (ii)) for such Distribution Date to the extent covered by
payments under the Yield Maintenance Agreement for that Distribution Date and (III) the lesser of (a) the Net Swap Payments
for such Distribution Date (to the extent not used to cover Realized Losses pursuant to clause (iv) and (v) of this
definition on such Distribution Date) and (b) the Overcollateralization Increase Amount (without giving effect to
Section 4.02(c)(xvii), Section 4.09(c)(ii) and Section 4.10(c)(ii) ) for such Distribution Date to the extent covered
by Net Swap Payments for that Distribution Date;
minus
(vii) the amount of any Overcollateralization Reduction Amount for such Distribution Date;
(viii) the amount of any Deferred Interest paid out of principal collections on the Mortgage Loans as part (other
than Subsequent Recoveries) of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Interest
Distribution Amounts, as applicable, for that Distribution Date;
(ix) the amount of any Capitalization Reimbursement Amount for such Distribution Date; and
(x) any Net Swap Payments or Swap Termination Payments not due to a Swap Counterparty Trigger Event owed to the
Swap Counterparty to the extent not previously paid from interest or principal collections on the Mortgage Loans.
provided, however, that the Principal Distribution Amount on any Distribution Date shall not be less than zero or greater than the
aggregate Certificate Principal Balance of the Class A and Class M Certificates.
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, the sum of the amounts described in clauses (b)(i),
(b)(ii) and (b)(iii) of the definition of Principal Distribution Amount for that Distribution Date.
Program Guide: The Residential Funding Seller Guide for mortgage collateral sellers that participate in Residential
Funding's standard mortgage programs, and Residential Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to accommodate the servicing of the Mortgage Loans.
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, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage Loan (or REO Property) is
being purchased pursuant to Sections 2.02, 2.03, 2.04 or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances or (b) if such Mortgage Loan (or REO Property) is being purchased pursuant
to Section 4.08 of this Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus the principal portion of any
related unreimbursed Advances on such Mortgage Loan (or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at 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), in each case on the Stated Principal Balance thereof to, but not including, 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 Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by
such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a
claims paying ability rating of at least "AA" or equivalent rating by a nationally recognized statistical rating organization. Any
replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
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; and (vi) in the
case of the adjustable rate Mortgage Loans, (w) have a Mortgage Rate that adjusts with the same frequency and based upon the same
Index as that of the Deleted Mortgage Loan, (x) have a Note Margin not less than that of the Deleted Mortgage Loan; (y) have a
Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and (z) have a next Adjustment Date no later than that of the
Deleted Mortgage Loan.
Rating Agency: Xxxxx'x, Standard & Poor's 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 (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) 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 to the extent, with respect to Negative Amortization Loans, such interest does not constitute Deferred Interest that has
been added to the principal balance of such Mortgage Loan, 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 (or Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan) 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.
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.
Realized Losses allocated to the Class SB Certificates shall be allocated first to the REMIC II 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 the REMIC II Regular Interest SB-PO in reduction of the Principal Balance thereof.
Record Date: With respect to each Distribution Date and the Class A Certificates and Class M Certificates which are
Book-Entry Certificates, the close of business on the Business Day prior to such Distribution Date.
With respect to each Distribution Date and the Certificates (other than the Class A and Class M 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 Trust Fund.
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.
Relief Act: The Servicemembers Civil Relief Act, as amended.
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.
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 Yield Maintenance Agreement, the Supplemental
Interest Trust Account and the Swap Agreement and any payments thereunder, which are not assets of any REMIC), 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 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 I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of
(i) the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests then outstanding and (ii) the Uncertificated
Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate, divided by (b) 12.
REMIC I Overcollateralized Amount: With respect to any date of determination, (i) 1% of the aggregate Uncertificated
Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal Balances of the REMIC I Regular
Interests (other than REMIC I Regular Interests AA and ZZ), in each case as of such date of determination.
REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a fraction, the numerator of which is two
times the sum of the Uncertificated Principal Balances of REMIC I Regular Interests X-0, X-0, X-0, X-0, X-0, X-0, X-0, M-5 and M-6
and the denominator of which is the sum of the Uncertificated Principal Balances of X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, M-6 and
ZZ.
REMIC I Regular Interest AA: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest A-1: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest A-2: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest A-3: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-1: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-2: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-3: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-4: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-5: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-6: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest ZZ: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of
(i) Uncertificated Accrued Interest calculated with the REMIC I Regular Interest ZZ Uncertificated Pass-Through Rate and an
Uncertificated Principal Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC I Regular Interest ZZ over
(y) the REMIC I Overcollateralized Amount, in each case for such Distribution Date, over (ii) the sum of Uncertificated Accrued
Interest on REMIC I Regular Interest A-1 through REMIC I Regular Interest M-6, with the rate on each such REMIC I Regular Interest
subject to a cap equal to the Pass-Through Rate for the corresponding Class for the purpose of this calculation.
REMIC II: The segregated pool of assets described in the Preliminary Statement.
REMIC II Regular Interest: Any "regular interest" issued by REMIC II the ownership of which is evidenced by a Class A
Certificate, Class M Certificate or the Class SB Certificate.
REMIC II Regular Interest SB-IO: A separate non-certificated regular interest of REMIC II designated as a REMIC II Regular
Interest. REMIC II 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 an aggregate amount equal to interest distributable with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
REMIC II Regular Interest SB-PO: A separate non-certificated regular interest of REMIC II designated as a REMIC II Regular
Interest. REMIC II 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 an aggregate amount equal to principal distributable with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
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.
REMIC Regular Interests: the REMIC I Regular Interests and REMIC II Regular Interests.
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 sum of the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding net of
amounts that would have been Deferred Interest, if any) 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 or with respect to a Cooperative Loan, the related Cooperative Apartment) 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 pursuant to Section 3.14, through foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate reduction, (ii) has been
subject to a term extension or (iii) 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 clause (i) 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 H 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) if such Distribution Date is prior to the
Stepdown Date, the sum of 1.75% of the aggregate Cut-off Date Principal Balance of the mortgage loans and an amount by which the
Certificate Principal Balances of the Class M-6 Certificates have been reduced by any payments from Excess Cash Flow pursuant to
Section 4.02(c)(xvii), on any prior Distribution Dates, or (b) if such Distribution Date is on or after the Stepdown Date, the lesser
of (i) the sum of (1) 1.75% of the aggregate Cut-off Date Principal Balance of the mortgage loans and (2) the amount by which the
Certificate Principal Balances of the Class M-6 Certificates have been reduced by any payments from Excess Cash Flow pursuant to
Section 4.02(c)(xvii), on any prior Distribution Dates and (ii) the greater of (1) the excess of (x) 5.50% of the then current
aggregate outstanding Principal Balance of the mortgage loans after giving effect to distributions to be made on that Distribution
Date over (y) the aggregate Class Certificate Balance of the Class M-6 Certificates and (2) the Overcollateralization Floor.
Notwithstanding the foregoing, if a Trigger Event is in effect, the Required Overcollateralization Amount shall be an amount equal to
the Required Overcollateralization Amount for the immediately preceding Distribution Date plus any amount by which the Certificate
Principal Balances of the Class M-6 Certificates have been reduced by any payments of Excess Cash Flow pursuant to Section
4.02(c)(xvii) for the prior Distribution Date.
Residential Funding: Residential Funding Company, LLC, a Delaware limited liability company, in its capacity as seller of
the Mortgage Loans to the Depositor and not in its capacity as Master Servicer, 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.
Securitization Transaction: Any transaction involving a sale or other transfer of mortgage loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities.
Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the
originator in the related Cooperative Stock.
Senior Enhancement Percentage: For any Distribution Date, the percentage obtained by dividing (x) 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, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date.
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 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 Stated 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 on the Closing
Date by the Master Servicer, as such list may from time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date 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 Properties, over (y) the aggregate Stated
Principal Balance of all of the Mortgage Loans immediately preceding that Distribution Date.
Standard & Poor's: Standard & Poor's Rating 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, at any given time, (i) the sum of
(a) the Cut-off Date Principal Balance of the Mortgage Loan, (b) any Deferred Interest added to the principal balance of the Mortgage
Loan pursuant to the terms of the Mortgage Note, (c) 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 commencing on the first Due Period after the Cut-Off Date and
ending with the Due Period related to the most recent Distribution Date which were received or with respect to which an Advance was
made, and (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 or 4.03 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 The earlier to occur of (i) the Distribution date after which the Certificate Principal Balance of the Class A
Certificates has been reduced to zero, and (ii) the later to occur of (a) the distribution Date occurring in December 2009 and (b)
the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related due
period is less than one-half of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off 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, 74.70%; with respect to the Class M-1 Certificates,
82.80%; with respect to the Class M-2 Certificates, 89.20%; with respect to the Class M-3 Certificates, 91.80%; with respect to the
Class M-4 Certificates, 93.10%; with respect to the Class M-5 Certificates, 94.50% and with respect to the Class M-6 Certificates,
96.50%.
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.
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 equal to the Subservicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate: The per annum rate designated on the Mortgage Loan Schedule as the "SUBSERV FEE".
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: The separate trust created and maintained by the Supplemental Interest Trust Trustee pursuant
to Section 4.10(a). The primary activities of the Supplemental Interest Trust shall be:
(i) holding the Swap Agreement;
(ii) receiving collections or making payments with respect to the 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 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, confirmations or other agreements relating thereto, attached hereto as
Exhibit U.
Swap Agreement Notional Balance: As to the Swap Agreement and each Floating Rate Payer Payment Date (as defined in the
Swap Agreement), the lesser of (i) the aggregate Certificate Principal Balance of the Class A and Class M Certificates on that
Distribution Date or (ii) the amount set forth below:
DISTRIBUTION DATE NOTIONAL BALANCE
12/25/2006 303,913,000.00
1/25/2007 275,565,963.31
2/25/2007 259,812,411.05
3/25/2007 237,185,149.82
4/25/2007 192,098,377.20
5/25/2007 181,768,323.82
6/25/2007 173,467,323.80
7/25/2007 165,430,040.74
8/25/2007 156,880,139.09
9/25/2007 143,206,368.03
10/25/2007 129,121,183.55
11/25/2007 122,282,466.53
12/25/2007 114,225,501.34
1/25/2008 108,373,691.28
2/25/2008 103,012,715.28
3/25/2008 95,245,238.28
4/25/2008 74,536,097.60
5/25/2008 69,941,073.59
6/25/2008 61,466,334.32
7/25/2008 55,979,044.95
8/25/2008 53,229,354.05
9/25/2008 50,594,102.24
10/25/2008 48,097,339.33
11/25/2008 45,953,847.51
12/25/2008 43,597,305.49
1/25/2009 41,663,155.11
2/25/2009 39,748,845.34
3/25/2009 37,828,544.01
4/25/2009 36,065,276.08
5/25/2009 34,072,189.28
6/25/2009 32,446,618.96
7/25/2009 30,993,998.95
8/25/2009 29,445,579.22
9/25/2009 28,123,162.94
10/25/2009 26,851,449.62
11/25/2009 25,625,224.95
12/25/2009 24,442,759.53
1/25/2010 24,442,759.53
2/25/2010 24,442,759.53
3/25/2010 24,442,759.53
4/25/2010 24,442,759.53
5/25/2010 24,442,759.53
6/25/2010 24,442,759.53
7/25/2010 24,203,225.52
8/25/2010 23,251,966.81
9/25/2010 22,369,873.86
10/25/2010 21,406,035.96
11/25/2010 20,545,085.59
12/25/2010 19,676,630.48
1/25/2011 18,949,789.58
2/25/2011 18,249,979.17
3/25/2011 17,579,174.74
4/25/2011 16,883,039.93
5/25/2011 16,242,061.59
6/25/2011 15,616,503.05
7/25/2011 15,028,466.90
8/25/2011 14,446,632.60
9/25/2011 13,911,281.42
10/25/2011 13,393,672.20
11/25/2011 12,893,209.67
Swap Counterparty: The swap counterparty under the Swap Agreement either (a) entitled to receive payments from the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust from amounts payable by the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust, under this Agreement or (b) required to make payments to the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, for payments to the Supplemental Interest Trust
Trustee, on behalf of 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 HSBC Bank USA, National Association.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
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 Termination Payment: Upon the designation of an "Early Termination Date" as defined in the Swap Agreement, 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, on behalf of
the Supplemental Interest Trust 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 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.
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.
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date if either (i) with respect to any
Distribution Date the three-month average of the related Sixty-Plus Delinquency Percentage, as determined on that distribution date
and the immediately preceding two Distribution Dates, equals or exceeds 39.00% of the Senior Enhancement Percentage or (ii) the
aggregate amount of Realized Losses on the mortgage loans as a percentage of the Cut-off Date Principal Balance exceeds the
applicable amount set forth below:
December 2008 to November 2009...... 0.85% with respect to December 2008, plus an additional
1/12th of 1.30% for each month thereafter.
December 2009 to November 2010...... 2.15% with respect to December 2009, plus an additional
1/12th of 1.20% for each month thereafter.
December 2010 to November 2011...... 3.35% with respect to December 2010, plus an additional
1/12th of 0.65% for each month thereafter.
December 2011 to November 2012...... 4.00% with respect to December 2011, plus an additional
1/12th of 0.25% for each month thereafter.
December 2012 and thereafter........ 4.25%
Transaction Party: As defined in Section 12.02(a).
Trustee Information: As defined in Section 12.05(a)(i)(A).
Trust Fund: The segregated pool of assets subject hereto, 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; (v) rights under the Yield Maintenance Agreement and any payments thereunder; (vi) rights
under the Swap Agreement and the Supplemental Interest Trust Account; and (vii) all proceeds of clauses (i) through (vi) above.
Uncertificated Accrued Interest: With respect to any REMIC I Regular Interest for any Distribution Date, one month's
interest at the related Uncertificated REMIC I Pass-Through Rate for such Distribution Date, accrued on its Uncertificated Principal
Balance immediately prior to such Distribution Date. Uncertificated Accrued Interest for the REMIC I 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) relating to the Mortgage Loans for any Distribution Date shall be allocated
first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter any remaining Prepayment
Interest Shortfalls (to the extent not covered by Eligible Master Servicing Compensation) for any Distribution Date shall be
allocated among REMIC I Regular Interest AA, REMIC I Regular Interest A-1, REMIC I Regular Interest A-2, REMIC I Regular Interest
A-3, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-1, REMIC I
Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest M-6 and REMIC I Regular Interest ZZ, pro rata based on,
and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence.
Uncertificated Notional Amount: With respect to the REMIC II Regular Interest SB-IO component of the Class SB Certificates
and any Distribution Date, an amount equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests for
such Distribution Date.
Uncertificated Principal Balance: As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be reduced by all distributions
of principal deemed made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.02 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.05, and the
Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by the related interest deferrals as provided in
Section 4.02. The Uncertificated Principal Balance of each REMIC I Regular Interest shall never be less than zero. With respect to
the REMIC II Regular Interest SB-PO an initial amount equal to the amount set forth in the Preliminary Statement hereto as its
initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC II Regular
Interest shall be reduced by all distributions of principal deemed made on such REMIC Regular Interest on such Distribution Date
pursuant to Section 4.02 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Section 4.05.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date, a per annum rate equal to the weighted
average of the Net Mortgage Rates of the Mortgage Loans in effect for the scheduled Monthly Payments due on such Mortgage Loans
during the related Due Period.
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: 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.
VA: The Veterans Administration, or its successor.
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 and Class M Certificates in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all of the Voting Rights shall be allocated among the Holders
of the Class SB Certificates; 0.50% and 0.50%, of all of the Voting Rights shall be allocated to each of the Holders of the Class R-I
and Class R-II Certificates, respectively; in each case to be allocated among the Certificates of such Class in accordance with their
respective Percentage Interest.
Yield Maintenance Agreement: The yield maintenance agreement, effective as of December 8, 2006, between the Yield
Maintenance Agreement Provider and the Trustee, on behalf of the Trust, which agreement provides for Yield Maintenance Payments and
Yield Maintenance Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other
agreements relating thereto, attached hereto as Exhibit U.
Yield Maintenance Agreement Notional Balance: With respect to any Distribution Date specified below and the Yield
Maintenance Agreement, the lesser of (1) the aggregate Certificate Principal Balance of the Class A and Class M Certificates
immediately prior to that Distribution Date and (2) the amount specified below for that Distribution Date:
------------------------------ ------------------------
DISTRIBUTION DATE NOTIONAL BALANCE($)
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2006 0.00
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2007 2,471,200.30
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2007 4,723,393.58
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2007 6,458,643.73
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2007 6,383,616.20
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2007 7,677,872.09
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2007 8,976,726.13
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2007 10,185,702.69
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2007 11,330,270.61
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2007 11,556,615.80
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2007 11,355,667.59
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2007 12,115,342.95
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2007 12,444,737.36
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2008 12,966,620.58
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2008 13,594,250.19
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2008 13,955,406.09
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2008 10,989,774.25
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2008 11,168,537.38
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2008 10,332,898.52
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2008 9,923,309.60
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2008 9,971,045.36
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2008 9,968,947.29
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2008 9,926,031.91
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2008 9,973,423.25
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2008 9,839,746.60
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2009 9,854,857.28
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2009 9,827,871.91
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2009 9,724,713.54
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2009 9,654,308.92
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2009 9,406,400.10
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2009 9,309,487.37
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2009 9,267,519.04
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2009 9,131,855.13
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2009 9,086,183.61
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2009 9,035,438.17
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2009 8,978,222.71
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2009 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2010 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2010 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2010 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2010 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2010 8,915,051.16
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2010 8,704,468.17
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2010 7,993,634.78
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2010 7,926,118.56
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2010 7,851,701.40
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2010 7,667,329.86
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2010 7,544,026.58
------------------------------ ------------------------
------------------------------ ------------------------
12/25/2010 7,379,832.96
------------------------------ ------------------------
------------------------------ ------------------------
1/25/2011 7,305,528.18
------------------------------ ------------------------
------------------------------ ------------------------
2/25/2011 7,204,051.41
------------------------------ ------------------------
------------------------------ ------------------------
3/25/2011 7,107,210.37
------------------------------ ------------------------
------------------------------ ------------------------
4/25/2011 6,952,903.91
------------------------------ ------------------------
------------------------------ ------------------------
5/25/2011 6,834,842.55
------------------------------ ------------------------
------------------------------ ------------------------
6/25/2011 6,708,497.95
------------------------------ ------------------------
------------------------------ ------------------------
7/25/2011 6,601,247.18
------------------------------ ------------------------
------------------------------ ------------------------
8/25/2011 6,477,050.92
------------------------------ ------------------------
------------------------------ ------------------------
9/25/2011 6,385,227.10
------------------------------ ------------------------
------------------------------ ------------------------
10/25/2011 6,292,793.34
------------------------------ ------------------------
------------------------------ ------------------------
11/25/2011 6,199,872.59
------------------------------ ------------------------
Yield Maintenance Agreement Provider: The yield maintenance agreement provider under the Yield Maintenance Agreement
required to make payments to the Trustee for payment to the Trust Fund pursuant to the terms of the Yield Maintenance Agreement, and
any successor in interest or assign. Initially, the Yield Maintenance Agreement Provider shall be HSBC Bank USA, National Association.
Yield Maintenance Agreement Principal Distributable Amount: With respect to any Distribution Date, any Yield Maintenance
Payment received by the Trustee, on behalf of the Trust Fund, under the Yield Maintenance Agreement for such Distribution Date and
distributed in accordance with Section 4.09(c).
Yield Maintenance Agreement Termination Payment: Upon the designation of an "Early Termination Date" as defined in the
Yield Maintenance Agreement, the payment to be made by the Yield Maintenance Agreement Provider to the Trustee for payment to the
Trust Fund pursuant to the terms of the Yield Maintenance Agreement.
Yield Maintenance Payment: With respect to each Distribution Date, any payment received by the Trustee, on behalf of the
Trust Fund, from the Yield Maintenance Agreement Provider pursuant to the terms of the Yield Maintenance Agreement, with respect to
such Distribution Date, provided that such payment shall not include any payment received by the Trustee, on behalf of the Trust
Fund, that is a Yield Maintenance Agreement Termination Payment, except as set forth in Section 4.09(e).
Section 1.02 Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for any Interest
Accrual Period will be determined on 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 Class A and Class M 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
Class A and Class M 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 Master Servicer's subsequent calculation of the Pass-Through Rates
applicable to the Class A and Class M 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 at 1-800-934-6802 the Pass-Through Rate on the Class A and Class M 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 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 on the Mortgage Loans in the month of
the Cut-off Date); and (ii) all proceeds of the foregoing. In addition, on the Closing Date, the Trustee is hereby directed to enter
into the Yield Maintenance Agreement on behalf of the Trust Fund with the Yield Maintenance Agreement Provider and the Supplemental
Interest Trust Trustee is hereby directed to enter into the Swap Agreement on behalf of the Trust Fund with the Swap Counterparty.
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 Security 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 Mortgage 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 Home Loan Practices Act effective as of January 1, 2005.
(b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, the Depositor delivered or
caused to be delivered hereunder to the Trustee, the Yield Maintenance Agreement (the delivery of which shall evidence that the fixed
payment for the Yield Maintenance Agreement has been paid and the Trustee and the Trust Fund shall have no further payment obligation
thereunder and that such fixed payment has been authorized hereby), and except as set forth in Section 2.01(c) below and subject to
Section 2.01(d) below, the Depositor does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as
the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:
(I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(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 Mortgage Loan if the Mortgage Loan is a Mortgage Loan, with evidence of recording indicated thereon or, if the original
Mortgage has not yet been returned from the public recording office, 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 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; and
(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.
and (II) with respect to each Cooperative Loan so assigned:
(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) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan
with intervening assignments showing an unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under
the Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x) A duly completed UCC-1 financing statement showing Residential Funding as debtor, the Depositor as secured party and the
Trustee as assignee and a duly completed UCC-1 financing statement showing the Depositor as debtor and the Trustee as
secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans.
The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)((iii) , (iv) and (v)
and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the
Custodian or Custodians, 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)(I) (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) 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 or Custodians that are the duly appointed agent or agents 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 the 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 the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns; and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred
to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost
or returned unrecorded to the Depositor because of any defect therein, the Depositor shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment, Form UCC-3 or Form UCC-1 to
be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or Assignment, Form UCC-3 or Form UCC-1, as applicable (or copy thereof as permitted by Section
2.01(b)), with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related
Subservicer or Seller. In connection with its servicing of Cooperative Loans, the Master Servicer will use its best efforts to file
timely continuation statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New York.
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.
Any of the items set forth in Sections 2.01(b)(I) (ii) , (iii) , (iv) and (v) and (III)(vi) and (vii) and that may be
delivered as a copy rather than the original may be delivered to the Trustee or the Custodian.
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 be construed as a sale by the Depositor to the Trustee of the Mortgage Loans 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 by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the
Depositor or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall also be deemed to be 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 (a) with respect to each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Property Lease, Cooperative Stock Certificate and Cooperative Lease and Mortgage, and (b) with
respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage and (c) any insurance policies
and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans, the Yield Maintenance
Agreement or the Swap Agreement in accordance with the terms thereof and (C) 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 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 clauses (1)(A), (B), and (C) 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 they
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 Uniform Commercial Code as in effect in the States of New York and Minnesota and any other applicable jurisdiction; 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 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, 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 or (3) any transfer of any interest of Residential Funding or the
Depositor in any Mortgage Loan.
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)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except that for
purposes of such acknowledgment only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in blank) and
declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the
Mortgage 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 (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit
of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 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 Mortgage 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 (the "Final 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 Mortgage 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; provided, that if the Mortgage Loan
related to such Mortgage File is listed on Schedule A of the Assignment Agreement, no notification shall be necessary. 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 Mortgage 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 of such omission or defect and request that
such Subservicer 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 does not correct or cure such omission or defect within such period, that such
Subservicer 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; and provided further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the Assignment Agreement. 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 Trustee
or any Custodian, as the case may be, shall release the contents of any the related Mortgage File in its possession 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 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, if the Subservicer 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 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, 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:
(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 Incorporation or Bylaws 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; and
(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.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery
of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Depositor, the Master Servicer, the
Trustee or any 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 (any 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) the information set forth in Exhibit G hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the respective date
or dates which such information is furnished; (ii) 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 (iii) each Mortgage Loan
constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery
of the respective Mortgage 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)(iii) , 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 Residential Funding.
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. 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; provided that, in the case of a breach or Repurchase Event under the Assignment Agreement, Residential Funding
shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs
within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure 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 (bb) 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 or the Custodian 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 and the Custodian. 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, and Residential Funding shall
be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in
Section 4 of 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 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer 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 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 Residential Funding to cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing and to make any
additional payments required under the Assignment Agreement in connection with a breach of the representation and warranty in
clause (bb) 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 Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage 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, for the benefit of the holders of the REMIC II Regular Interests and the Class R-II Certificates. The Trustee acknowledges
receipt of the REMIC I Regular Interests (each of which are uncertificated) and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and the Class R-II Certificates. The
interests evidenced by the Class R-II Certificates, together with the REMIC II Regular Interests, constitute the entire beneficial
ownership interest in REMIC II.
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 and the Yield Maintenance Agreement;
(c) To engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental
hereto 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, notwithstanding any other express or implied agreement to
the contrary, that any and all Persons, and any of their respective employees, representatives, and other agents may disclose,
immediately upon commencement of discussions, to any and all Persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of
them relating to such tax treatment and tax structure. For purposes of this paragraph, the terms "tax treatment" and "tax structure"
are defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(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:
(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
Loan-to-Value Ratio of such Mortgage Loan be higher than that permitted by the Program Guide; or
(B) the resulting Loan-to-Value Ratio of such Mortgage Loan is no higher than the 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 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.
(b) 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.
(c) 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).
(d) 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.
(e) 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.
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. In
addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage
Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and
retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest
received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and
retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken
by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are
generally required by, permitted by or consistent with the Program Guide and are not inconsistent with this Agreement and as the
Master Servicer and the Subservicer have agreed. 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, 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, 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 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 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. For purposes of delinquency calculations, any capitalized Mortgage Loan shall be deemed to be current as
of the date of the related Servicing Modification. No such modification shall reduce the Mortgage Rate (i) with respect to a fixed
rate Mortgage Loan, (A) below one-half of the Mortgage Rate as in effect on the Cut-off Date or (B) below the sum of the rates at
which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrue or (ii) with respect to an adjustable rate
Mortgage Loan, (A) below the greater of (1) one-half of the Mortgage Rate as in effect on the Cut-off Date and (2) one-half of the
Mortgage Rate as in effect on the date of the Servicing Modification or (B) below the sum of the rates at which the Servicing Fee and
the Subservicing Fee with respect to such Mortgage Loan accrue. The final maturity date for any Mortgage Loan shall not be extended
beyond the Maturity Date. Also, the Stated 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 Cut-off Date Principal Balance of the Mortgage Loans, unless such limit is increased from
time to time with the consent of the Rating Agencies. 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
Stated 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.
In addition, the Master Servicer and the Trustee on behalf of the Trust Fund shall not exercise any right with respect to
any Mortgage Loan to (i) accelerate the payment of the outstanding principal balance of such Mortgage Loan plus any other amounts
payable under the related Mortgage Note or (ii) increase the related Mortgage Rate as a result of the related Mortgagor's termination
of employment with the originator of the Mortgage Loan.
(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, 4.07, 4.08 or 9.01 (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 (bb) 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. 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, 4.07 and 4.08 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.
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 remit to the Trustee for deposit 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, 4.07, 4.08 or 9.01) 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) late recoveries
of the payments for 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 deposited in 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, 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, 4.08 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
the preceding calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor pursuant to
Section 3.14(c), 6.03, 10.01 or otherwise;
(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; and
(x) 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 (other than a Cooperative 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 percent 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 (other than a Cooperative 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 (other than a Cooperative 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 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 REMICs 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 junior lien of the same priority in relation to any senior mortgage loan, with respect to any
Mortgage Loan secured by a junior Mortgage) 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 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 delivered to the Trustee or the Custodian and 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 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, with respect to a Cooperative Loan, the related Cooperative
Apartment) without any right of reimbursement 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 each REMIC created hereunder would
continue to qualify as a REMIC under the Code as a result thereof and 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 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 Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the
form attached hereto as Exhibit N, in form and substance satisfactory to the 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 at least 0.25 percent 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 Mortgage 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 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 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) any subject 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) (less Deferred Interest, if any), 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) (provided that if any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons who were the Holders of such Class of Certificates
when it was retired); 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 Mortgage 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 Mortgage 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 one of the forms attached hereto as Exhibit H requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the Custodian to release, the related Mortgage 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 one of the forms attached as
Exhibit H hereto, requesting that possession of all, or any document constituting part of, the Mortgage 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 Mortgage File or any document therein to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the
Trustee when the need therefore 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 Mortgage 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 Mortgage 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; Eligible Master Servicing Compensation.
(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 payment charges, 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.
(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 an
amount equal to Eligible Master Servicing Compensation (if any) for such Distribution Date. 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) ; 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(b), respectively; and third, to any
amounts of servicing compensation to which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). 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) ; (ii) 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(b) and (iii) shall not withdraw from
the Custodial Account any such amount of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi). With
respect to any Distribution Date, Eligible Master Servicing Compensation shall be used on such Distribution Date to cover and
Prepayment Interest Shortfalls.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, 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 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, (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:
(i) 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.
(ii) 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 and the Trustee 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, but 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 is not obligated to supervise the performance of the Master Servicer under this Agreement
or otherwise.
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 deposit or 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 paid pursuant to Section 3.12(a), (iii) any amount required
to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08, (iv) any amount required to be
paid pursuant to Section 9.01, (v) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and
(vi) all 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 Yield Maintenance Agreement Provider under the Yield Maintenance Agreement and any amounts owed by the Swap
Counterparty under the Swap Agreement and inform the Trustee, or the Supplemental Interest Trust Trustee, as applicable, in writing
of the amount so calculated.
(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 a 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 and REMIC II as specified in this
Section.
(b) (1) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests:
(A) to the extent of the Available Distribution Amount, to the Holders of the REMIC I Regular Interests, pro rata, in an amount
equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
respect of REMIC I Regular Interest ZZ shall be reduced when the REMIC I Overcollateralization Amount is less than
the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the Holders of
REMIC I Regular Interests X-0, X-0, X-0, X-0, X-0, X-0, X-0, M-5 and M-6 in the same proportion as the
Overcollateralization Increase Amount is allocated to the corresponding Class of Certificates, and the
Uncertificated Principal Balance of the REMIC I Regular Interest ZZ shall be increased by such amount; and
(B) on each Distribution Date, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available
Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows (except as
provided below): (A) to the Holders of the REMIC I Regular Interest AA, 98.00% of such remainder until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) to the Holders of REMIC I
Regular Interests X-0, X-0, X-0, X-0, X-0, X-0, X-0, M-5 and M-6, 1.00% of such remainder in the same proportion as
amounts are distributed in respect of principal on the corresponding Class of Certificates; (C) to the Holders of
the REMIC I Regular Interest ZZ, 1.00% of such remainder; and (D) any remaining amounts to the Holders of the
Class R-I Certificates; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to
an Overcollateralization Reduction Amount shall be allocated to Holders of the REMIC I Regular Interest AA and
REMIC I Regular Interest ZZ, respectively; and provided further, that any prepayment charges on deposit in the
Certificate Account attributable to prepayment charges received on the Mortgage Loans during the related Payment
Period shall be deemed distributed to REMIC II as the holder of the REMIC I Regular Interest AA.
(2) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the Certificate Account
shall be made only in accordance with Section 4.02(c).
(c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the 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, subject to the provisions of Section 4.02(d)), to the extent of the Available Distribution Amount on
deposit in the Certificate Account with respect to clauses (i) through (xii), and to the extent of the sum of the remaining Available
Distribution Amount on deposit in the Certificate Account with respect to clauses (xiii) through (xxii) (and, with respect to
clause (xxi)(B) below, to the extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A Certificateholders, the Class A Interest Distribution Amount, with such amount allocated among the Class A
Certificateholders on a pro rata basis;
(ii) to the Class M-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-1 Interest Distribution Amount;
(iii) to the Class M-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-2 Interest Distribution Amount;
(iv) to the Class M-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-3 Interest Distribution Amount;
(v) to the Class M-4 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-4 Interest Distribution Amount;
(vi) to the Class M-5 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-5 Interest Distribution Amount;
(vii) to the Class M-6 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Class M-6 Interest Distribution Amount;
(viii) to the Class A and Class M Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after
the foregoing distributions, the Principal Distribution Amount (other than the amounts set forth in clauses (b)(iv), (b)(v),
and (b)(vi) of the definition thereof), in the order of priority described in Section 4.02(d) hereof, until the Certificate
Principal Balances of the Class A and Class M Certificates have been reduced to zero;
(ix) to the Class A and Class M Certificateholders, from the amount, if any, of Excess Cash Flow, an amount equal to the
principal portion of Realized Losses previously allocated to reduce the Certificate Principal Balance of any Class of the
Class A and Class M Certificates and remaining unreimbursed, but only to the extent of Subsequent Recoveries for that
Distribution Date, which amount shall be included in the Principal Distribution Amount and paid in accordance with
Section 4.02(d) hereof, until the Certificate Principal Balances of the Class A and Class M Certificates have been reduced to
zero;
(x) to the Class A and Class M Certificateholders, from the amount, if any, of Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the principal portion of Realized Losses on the Mortgage Loans during the immediately
preceding Prepayment Period, which amount shall be included in the Principal Distribution Amount and paid in accordance with
Section 4.02(d) hereof, until the Certificate Principal Balances of the Class A and Class M Certificates have been reduced
to zero;
(xi) to the Class A and Class M Certificateholders, from the amount, if any, of the Excess Cash Flow remaining after the
foregoing distributions, the Overcollateralization Increase Amount for such Distribution Date, which amount shall be
included in the Principal Distribution Amount and paid in accordance with Section 4.02(d) hereof, until the Certificate
Principal Balances of the Class A and Class M Certificates have been reduced to zero;
(xii) to the Class A and Class M Certificateholders from the amount, if any, of the Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date, on a pro rata
basis based on Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed, to the extent not
covered by Eligible Master Servicing Compensation on such Distribution Date;
(xiii) to the Class A and Class M Certificateholders from the amount, if any, of the Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls previously allocated thereto on any prior Distribution Date
that remain unreimbursed, together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on
Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed;
(xiv) from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, to pay the Class A
Certificates, on a pro rata basis, based on the amount of Class A Net WAC Cap Shortfall Carry-Forward Amount previously
allocated thereto that remain unreimbursed, the amount of any Class A Net WAC Cap Shortfall Carry-Forward Amounts remaining
unpaid as of such Distribution Date and then to the Class M Certificates, in their order of payment priority, the amount of
any Class M Net WAC Cap Shortfall Carry-Forward Amounts remaining unpaid as of such Distribution Date;
(xv) to the Class A and Class M Certificates on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto
on such Distribution Date, from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, the
amount of any Relief Act Shortfalls allocated to those Certificates with respect to such Distribution Date;
(xvi) to the Class A and Class M Certificateholders, from the amount, if any, of the Excess Cash Flow remaining after the
foregoing distributions, the principal portion of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, which amount shall be allocated first, to the Class A Certificateholders on a pro rata basis, based
on their respective principal portion of any Realized Losses previously allocated thereto that remain unreimbursed, and then
to the Class M Certificates, in their order of payment priority;
(xvii) to pay to the holders of the Class M-6 Certificates, as payment of principal on the Class M-6 Certificates, 50% of the
Excess Cash Flow remaining after the foregoing distributions, after application of the Class M-6 Principal Distribution
Amount for that Distribution Date, and the Class M-6 Targeted Certificate Principal Balance for that Distribution Date,
until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;
(xviii) to the Supplemental Interest Trust Account, any Excess Cash Flow remaining after the foregoing
distributions for payment to the Swap Counterparty of any Swap Termination Payment owed by the Supplemental Interest Trust
due to a Swap Counterparty Trigger Event;
(xviv) 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, 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
(xvv) to the Class R-II Certificateholders, the balance, if any, of the Excess Cash Flow.
(d) On each Distribution Date, the Principal Distribution Amount will be paid as follows:
(i) the Class A Principal Distribution Amount shall be distributed, sequentially, to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, in each case until the Certificate Principal Balances thereof have been reduced to zero;
provided that on or after the first Distribution Date on which the Certificate Principal Balances of the Class M
Certificates have been reduced to zero, holders of the Class A-1 Certificates, Class A-2 Certificates and Class A-3
Certificates will receive such portion of the Class A Principal Distribution Amount, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero;
(ii) the Class M-1 Principal Distribution Amount shall be distributed to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-2 Principal Distribution Amount shall be distributed to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) the Class M-3 Principal Distribution Amount shall be distributed to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(v) the Class M-4 Principal Distribution Amount shall be distributed to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(vi) the Class M-5 Principal Distribution Amount shall be distributed to the Class M-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(vii) the Class M-6 Principal Distribution Amount shall be distributed to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(e) Notwithstanding the foregoing clauses (c) and (d), upon the reduction of the Certificate Principal Balance of a Class of
Class A and Class M Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to
Section 4.02 (other than in respect of Subsequent Recoveries).
(f) [Reserved]
(g) Any Prepayment Interest Shortfalls on the Mortgage Loans which are not covered by Eligible Master Servicing Compensation as
described in Section 3.16 and Relief Act Shortfalls on the Mortgage Loans will be allocated among the Class A and Class M
Certificates pro rata in accordance with the amount of Accrued Certificate Interest payable on such Distribution Date absent such
shortfalls. Any such uncovered Prepayment Interest Shortfalls will be paid solely pursuant to Section 4.02(c)(xvi) and (xvii),
Sections 4.09(c)(iii) and (iv) and Sections 4.10(c) (iii) and (iv) to the extent funds are available therefore. Any such Relief Act
Shortfalls will be paid solely pursuant to Section 4.02(c)(xix) and Section 4.09(c)(vi) and Section 4.10(c)(vi) to the extent funds
are available therefore.
(h) To the extent on any Distribution Date for which Deferred Interest exists on such Distribution Date, the Deferred Interest
Shortfall, if any, shall result in a reduction in Accrued Certificate Interest on the Class A Certificates and Class M Certificates,
which reduction shall be allocated among the Class A Certificates and Class M Certificates on a pro rata basis, based on the amount
of Accrued Certificate Interest on such Classes of Certificates.
(i) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit
such funds into the Custodial Account pursuant to Section 3.07(b)(iii) .
(j) 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.
(k) 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 the next Distribution Date, the Master Servicer shall, no later than the Determination Date
in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and after the end of the 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 held in the Certificate 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 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, Distribution Date and the date on which the Interest Accrual Period
commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans in the aggregate, 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
excess cash flow and the disposition 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 aggregate Certificate Principal Balance of each Class of Certificates, before and after giving effect to the amounts
distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(ix) the Certificate Principal Balance for each Class of Certificates as of the Closing Date;
(x) the number and Stated Principal Balance of the Mortgage Loans in the aggregate after giving effect to the distribution of
principal on such Distribution Date and the number of Mortgage Loans in the aggregate at the beginning and end of the
related Due Period;
(xi) on the basis of the most recent reports furnished to it by Subservicers, (A) the number and Stated Principal Balance of the
Mortgage Loans in the aggregate that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number
and Stated Principal Balance of the Mortgage Loans in the aggregate that are in foreclosure, (B) the number and Stated
Principal Balances of 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 Stated Principal Balances of 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;
(xii) 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;
(xiii) any material modifications, extensions or waivers to the terms of the Mortgage Loans in the aggregate during the Due Period
or that have cumulatively become material over time;
(xiv) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement;
(xv) the number, aggregate principal balance and Stated Principal Balance of any REO Properties;
(xvi) 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;
(xvii) the aggregate amount of Realized Losses with respect to the Mortgage Loans in the aggregate for such Distribution Date and
the aggregate amount of Realized Losses with respect to the Mortgage Loans in the aggregate incurred since the Cut-off Date;
(xviii) the Pass-Through Rate on each Class of Certificates and the applicable Net WAC Cap Rate;
(xix) the weighted average of the Maximum Net Mortgage Rates with respect to the Mortgage Loans in the aggregate;
(xx) the Basis Risk Shortfall, Basis Risk Shortfall Carry-Forward Amount and Prepayment Interest Shortfalls;
(xxi) the Overcollateralization Amount and the Required Overcollateralization Amount following such Distribution Date;
(xxii) the number and Stated Principal Balances of the Mortgage Loans in the aggregate repurchased under Section 4.07 or Section
4.08;
(xxiii) the aggregate amount of any recoveries on previously foreclosed loans with respect to the Mortgage Loans in the aggregate
from Residential Funding;
(xxiv) the weighted average remaining term to maturity of the Mortgage Loans in the aggregate after giving effect to the amounts
distributed on such Distribution Date;
(xxv) the weighted average Mortgage Rates of the Mortgage Loans in the aggregate after giving effect to the amounts distributed on
such Distribution Date;
(xxvi) the amount if any, to be paid by a Derivative Counterparty under a Derivative Contract and the amount, if any, to be paid to
a Derivative Counterparty part, under a Derivative Contract;
(xxvii) the amount of any Yield Maintenance Payments payable to the Trustee on behalf of the Trust Fund and any Yield Maintenance
Termination Payment payable to the Trustee on behalf of the Trust Fund
(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
Supplemental Interest Trust 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 S 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 it 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 such
requesting 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 (v) and (vi) referred to in 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 and Trustee pursuant to any requirements of the Code.
(c) Within a reasonable period of time after it 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 such requesting 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 R-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 R-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, 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 Amounts, (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, Class A Net WAC
Cap Shortfall, Class M Net WAC Cap Shortfall, Class A Net WAC Cap Shortfall Carry-Forward Amounts and Class M Net WAC Cap Shortfall
Carry-Forward Amounts, (iv) the Yield Maintenance Payment, if any, for such Distribution Date (v) any Net Swap Payments paid by the
Swap Counterparty to the Supplemental Interest Trust Trustee, if any, for such Distribution Date and (vi) the amount payable by the
Derivative Counterparties to the Trustee under the Derivative Contracts as provided in Section 4.11. 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 therefore 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,
Deferred Interest, if any, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to
the Relief Act or similar legislation or regulations then in effect, 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 excess, if any, of interest on the unpaid principal balance thereof (with each interest portion thereof
adjusted to per annum rate equal to the Net Mortgage Rate) over any payments of interest (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 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 as successor Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. In
connection with the preceding sentence, 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:
first, to Excess Cash Flow as provided in clause (b)(v) of the definition of "Principal Distribution Amount", to the extent
of the Excess Cash Flow for such Distribution Date;
second, to payments received under the Yield Maintenance Agreement;
third, to any Net Swap Payments received by the Supplemental Interest Trust Trustee pursuant to the Swap Agreement;
fourth, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero or until the aggregate
Certificate Principal Balance of the Class A and Class M Certificates equals the aggregate Stated Principal Balance of the
Mortgage Loans;
fifth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
sixth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
seventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
eighth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
tenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and
eleventh, to the Class A Certificates on a pro rata basis, until the Certificate Principal Balances thereof have been
reduced to zero.
(c) All allocations 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 and 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 Certificate Principal Balance of the Class A Certificates and Class M Certificates below the aggregate Stated
Principal Balance of the Mortgage Loans, as applicable. 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" and by operation of the provisions of Section 4.02(c). Allocations of the interest portion of a Realized Loss resulting
from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of
Section 4.02(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, as
follows: first, to Uncertificated Accrued Interest payable to the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal
to the excess of (a) the REMIC I Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest) relating to the Mortgage Loans for such Distribution Date, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the REMIC I Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interests AA,
98%, M-6, 1% and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I Regular Interest M-6 has been reduced to zero;
fourth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, M-5, 1% and ZZ, 1%, until the Uncertificated
Principal Balance of REMIC I Regular Interest M-5 has been reduced to zero; fifth, to the Uncertificated Principal Balances of
REMIC I Regular Interests AA, 98%, M-4, 1% and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I Regular Interest M-4 has
been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, M-3, 1% and ZZ, 1%,
until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero; seventh, to the Uncertificated
Principal Balances of REMIC I Regular Interests AA, 98%, M-2, 1% and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I
Regular Interest M-2 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA,
98%, M-1, 1% and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; ninth,
to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, pro rata to the X-0, X-0 and A-1, 1%, and ZZ, 1%,
until the Uncertificated Principal Balances of REMIC I Regular Interests X-0, X-0 and A-1 have been reduced to zero.
(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 the REMIC II 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 the REMIC I
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 the REMIC II Regular Interest SB-PO until such principal balance
shall have been reduced to zero and thereafter to reduce accrued and unpaid interest on the REMIC II 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.
As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase
such Mortgage Loan from the Trustee at the Purchase Price therefor; provide, that any 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 the last Business
Day of such following Calendar Quarter. Such option if not exercised shall not thereafter be reinstated as to any Mortgage Loan
related 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. 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, 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. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the irrevocable option at any time to purchase any of the Mortgage Loans from
the Trustee at the Purchase Price, up to a maximum of five Mortgage Loans. In the event that this option is exercised as to any five
Mortgage Loans in the aggregate, this option will thereupon terminate. If at any time the Limited Repurchase Right Holder makes a
payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Limited Repurchase
Right Holder 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
Limited Repurchase Right Holder without recourse to the Limited Repurchase Right Holder 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 Limited Repurchase Right Holder 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. Any tax on "prohibited
transactions" (as defined in Section 860F(a)(2) of the Code) imposed on any REMIC relating to the exercise of the option provided in
this Section 4.08 shall in no event be payable by the Trustee.
Section 4.09. The Yield Maintenance Agreement.
(a) On the Closing Date, the Trustee shall, for the benefit of the Class A, Class M and Class SB Certificates, enter into the
Yield Maintenance Agreement.
(b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the
Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance
Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the
Yield Maintenance Agreement shall be distributed as set forth in Section 4.09(c) below. Neither the Yield Maintenance Agreement nor
any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder
and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only.
(c) To the extent not already covered by distributions of Excess Cash Flow pursuant to clauses (ix) through (xvv) of Section
4.02(c) all payments received under the Yield Maintenance Agreement shall be distributed as follows:
(i) as part of the Principal Distribution Amount, to pay to the holders of the Class A Certificates
and Class M Certificates, in the priority described under Section 4.02(c)(viii), in reduction of their Certificate
Principal Balances, the principal portion of realized losses incurred on the Mortgage Loans for the preceding calendar
month;
(ii)to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal
Distribution Amount, in the priority described under Section 4.02(c)(viii), any Overcollateralization Increase
Amount;
(iii)to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated
thereto for that Distribution Date, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto, to
the extent not covered by the Eligible Master Servicing Compensation on that Distribution Date;
(iv) to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest
Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon, on a pro rata basis based
on unpaid prepayment interest shortfalls previously allocated thereto;
(v) to pay to the holders of the Class A Certificates, pro rata, based on the Net WAC Cap Shortfall Carry-Forward Amounts previously
allocated thereto that remain unreimbursed, the applicable Net WAC Cap Shortfall Carry-Forward Amounts, and then to
the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates in that order of priority, the
amount of any Net WAC Cap Shortfall Carry-Forward Amounts remaining unpaid as of that Distribution Date;
(vi) to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act
Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis based on Relief Act Shortfalls allocated
thereto for that Distribution Date;
(vii) to pay to the holders of the Class A Certificates, pro rata, based on the amount of Realized Losses
previously allocated thereto that remain unreimbursed, and then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates in that order of priority, the principal portion of any realized losses
previously allocated thereto that remain unreimbursed;
(viii) to pay any Swap Termination Payment Payments owed to the swap counterparty due to a Swap Counterparty
Trigger Event; and
(ix) to pay to the holders of the Class SB Certificates as set forth in clause (c)(xviv) of Section 4.02.
(d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and
to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders
of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee
does not receive such direction from such Certificateholders, then at the written direction of Residential Funding.
(e) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB
Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB
Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having
agreed to pay the amounts set forth in Sections 4.02(c)(x) through (xvi) 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 this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC
within the meaning of Code Section 860G(a)(1).
(f) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in
September 2012, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the
termination value under such Yield Maintenance Agreement is sufficient therefore and only to the extent of the Yield Maintenance
Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance
provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance
agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar
terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a
termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the
definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein to the
extent that the Yield Maintenance Agreement Provider fails to make any payment owed under the Yield Maintenance Agreement, the Master
Servicer on behalf of the Trustee, shall make a demand for such payment under the terms of and in accordance with the Yield
Maintenance Agreement Guaranty.
Section 4.10. The Swap Agreement.
(a) On the Closing Date, the Supplemental Interest Trust Trustee is hereby directed to (i) establish and maintain in its name,
in trust for the benefit of Class A, Class M, the Supplemental Interest Trust Account and (ii) for the benefit of the Class A and
Class M enter into the Swap Agreement.
(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 Trustee, on
behalf of the Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the
Available Distribution Amount and payable 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, on behalf of the Supplemental Interest
Trust, to the Supplemental Interest Trust Account for payment to the Swap Counterparty, 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 II Regular Interest SB-IO to the extent of the amount
distributable on such REMIC II Regular Interest SB-IO on such Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust Account from the Class IO Distribution Amount (as defined below). 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 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 will be deposited by the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental
Interest Trust Account to distribute to the Certificates in the following order of priority:
(i) as part of the Principal Distribution Amount, to pay to the holders of the Class A Certificates
and Class M Certificates, in the priority described under Section 4.02(c)(viii), in reduction of their Certificate
Principal Balances, the principal portion of realized losses incurred on the Mortgage Loans for the preceding calendar
month;
(ii) to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal
Distribution Amount, in the priority described under Section 4.02(c)(viii), any Overcollateralization Increase
Amount;
(iii) to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment
Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata basis based on Prepayment Interest
Shortfalls allocated thereto, to the extent not covered by the Eligible Master Servicing Compensation on that
Distribution Date;
(iv) to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest
Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon, on a pro rata basis based
on unpaid prepayment interest shortfalls previously allocated thereto;
(v) to pay to the holders of the Class A Certificates, pro rata, based on the Net WAC Cap Shortfall Carry-Forward Amounts previously
allocated thereto that remain unreimbursed, the applicable Net WAC Cap Shortfall Carry-Forward Amounts, and then to
the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates in that order of priority, the
amount of any Net WAC Cap Shortfall Carry-Forward Amounts remaining unpaid as of that Distribution Date;
(vi) to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act
Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis based on Relief Act Shortfalls allocated
thereto for that Distribution Date;
(vii) to pay to the holders of the Class A Certificates, pro rata, based on the amount of Realized Losses
previously allocated thereto that remain unreimbursed, and then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates in that order of priority, the principal portion of any realized losses
previously allocated thereto that remain unreimbursed; and
(viii) to pay to the holders of the Class SB Certificates as set forth in clause (c)(xviv) of Section 4.02.
(d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, 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 Class A and Class M Certificates entitled to at least 51% of the Voting
Rights of such Classes of Certificates, 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 Trust Fund, but not of any REMIC, until released from the
Supplemental Interest Trust Account pursuant to this Section 4.09. 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 any REMIC. 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 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.
(f) The Supplemental Interest Trust Trustee and the Master Servicer shall treat the holders of each Class of Certificates
(other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders
of the Class SB Certificates. Pursuant to each such notional principal contract, the holders of each class 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 II Regular Interest corresponding to each such holder's Class of Certificates over (ii) the amount payable
hereunder on such holder's Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In
addition, pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to
pay the related Basis Risk Shortfall Carry Forward-Amounts (less any amounts received under the Yield Maintenance Agreement) 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 this notional principal contract 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 first by the holders of such Certificates in respect of the REMIC II Regular Interest
corresponding to such Class of Certificates and as then having been paid by such holders to the Supplemental Interest Trust Account
pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall be treated as
representing not only ownership of a regular interest in REMIC II, but also ownership of an interest in, and obligations with respect
to, a notional principal contract.
Section 4.11. Derivative Contracts.
(a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative
Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid
agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements
of clauses (b) and (c) of this Section 4.11. Any acquisition of a Derivative Contract shall be accompanied by an appropriate
amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to
the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded
under ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg. 54487
(Aug. 22, 2002), to the Holders of the Class A Certificates following the termination of the Swap Agreement, as of the date the
Derivative Contract is acquired by the Trustee; or (ii) the consent of each holder of a Class A Certificate to the acquisition of
such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the
Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the
Trustee on behalf of the Trust Fund. In no event shall such an instrument constitute a part of any REMIC created hereunder. In
addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete
sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of the Trust other than such instrument and the assets
of the other sub-Trust shall consist solely of such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse
to the assets of the Trust Fund, (ii) contain a non-petition covenant provision from the Derivative Counterparty, (iii) limit payment
dates thereunder to Distribution Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on
any day under such Derivative Contract solely to funds available therefore in the Certificate Account available to make payments to
the Holders of the Class SB Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to
the Certificate Account at least one Business Day prior to the related Distribution Date, (ii) contain an assignment of all of the
Trust Fund's rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf the Class SB
Certificateholders and shall include an express consent to the Derivative Counterparty to such assignment, (iii) provide that in the
event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority Percentage
Interest of the Class SB Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off' or "netting" other
obligations of the Trust Fund and its Affiliates against such Derivative Counterparty's payment obligations thereunder.
Section 4.12. Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap Termination Payments.
For federal income tax purposes, each holder of a Class A, Class M or Class SB Certificate is deemed to own an undivided
beneficial ownership interest in a REMIC regular interest and the right to receive payments received by the Trustee, on behalf of the
Trust Fund, pursuant to the Yield Maintenance Agreement, and, in the case of the Class SB Certificates, the obligation to make
payments to the Class A Certificates and Class M Certificates, in respect of the amounts set forth in Section 4.09(b) which right to
receive such payments shall not be attributable to any asset or amount owed by any REMIC created hereunder.
For federal income tax purposes, each holder of a Class A or Class M Certificate is also deemed to own the right to receive
payments from the Supplemental Interest Trust in respect of the related Basis Risk Shortfall Carry-Forward Amount (less any amounts
received under the Yield Maintenance Agreement), and the obligation to make payments to the Supplemental Interest Trust. For federal
income tax purposes, the Trustee will account for payments to each Class A and Class M Certificates as follows: each Class A and
Class M Certificate will be treated as receiving their entire payment from REMIC II (regardless of any Swap Termination Payment or
obligation under the Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such
Class' obligation under the Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the
Swap Agreement to pay any such Swap Termination Payment (or any Net Swap Payment), will be made by one or more of the REMIC Regular
Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such
Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the
Trustee hereunder is the trustee in such resecuritization.
The REMIC regular interest corresponding to a Class A or Class M Certificate will be entitled to receive interest and
principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that
(i) the maximum interest rate of that REMIC regular interest will equal the applicable Net WAC Cap Rate computed for this purpose by
limiting the base calculation amount of the Swap Agreement to the Stated Principal Balance of the Mortgage Loans and (ii) any
Swap Termination Payment will be treated as being payable solely from Excess Cash Flow. As a result of the foregoing, the amount of
distributions and taxable income on the REMIC regular interest corresponding to a Class A or Class M Certificate may exceed the
actual amount of distributions on the Class A or Class M Certificate.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class SB and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C, D
and E, 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 one or more Custodians of the
documents specified in Section 2.01. The Class A and Class M-1, Certificates shall be issuable in minimum dollar denominations of
$25,000 and integral multiples of $1 in excess thereof. The Class X-0, Xxxxx X-0, Class M-4, Class M-5 and Class M-6 Certificates
shall be issuable in minimum dollar denominations of $250,000 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) The Class A 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 such Class A 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.
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 the 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.
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 Trustee 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 Trustee of instruction from the Depository directing the Trustee 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
Certificates and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce
the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the
Trustee shall execute, 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 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.
If (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 and (B) the Depositor is unable to locate a qualified successor or (ii) the Depositor
notifies the Depository of its intent to terminate the book-entry system and, upon receipt of notice of such intent from the
Depository, the Depository Participants holding beneficial interest in the Book-Entry Certificates agree to initiate such
termination, the Trustee shall notify all Certificate Owners, 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. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any
actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any instruction required
under this Section 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 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) No transfer, sale, pledge or other disposition of a Class SB 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 of 1933, as amended (the "1933
Act"), and any applicable state securities laws or is made in accordance with said Act and laws. Except as otherwise provided in this
Section 5.02(d), in the event that a transfer of a Class SB 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 addressed to and 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 J hereto, and the Trustee shall
require the transferor to execute a representation letter, substantially in the form of Exhibit K 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, transfers of Class SB 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 O attached hereto, 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, such
Transferee (i) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB 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 Certificate 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 and 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 J (with respect to a Class SB Certificate), or in paragraph fifteen of
Exhibit I-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 subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any Person (including, without limitation, an insurance company
investing its general accounts, an investment manager, a named fiduciary or a trustee of any ERISA Plan) who is using "plan assets,"
within the meaning of ERISA and the U.S. Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3 101, of any Plan (each, an
"ERISA Plan Investor") to effect such acquisition.
(ii) Any transferee of a Class A Certificate rated at least "AA-" at the time of purchase (a "Unrestricted Class A Certificate")
will be deemed to have represented by virtue of its purchase and holding of such Certificate (or any interest therein) that,
as of any date prior to the termination of the Swap Agreement, its acquisition of such Certificate and the right to receive
(and its receipt of) payments from the Supplemental Interest Trust are eligible for exemptive relief available under at
least one of XXXX 00-00, XXXX 00-0, XXXX 91-38, PTCE 95-60 or PTCE 96-23 or other applicable exemption.
(iii) Any Transferee of a Class M Certificate or Class A Certificate not rated at least "AA-" at the time of purchase (a
"Restricted Class A Certificate") will be deemed to have represented by virtue of its purchase or holding of such Certificate
(or any interest therein) that either (a) such Transferee is not an ERISA Plan or an ERISA Plan Investor, (b)(x) such
Transferee is an insurance company, (y) the source of funds used to purchase or hold such Certificate (or any interest
therein) is an "insurance company general account" (as defined in DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and (z) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies
this clause (b), a "Complying Insurance Company").
(A) If any Class M Certificate or Restricted Class A 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 an ERISA Plan or an ERISA Plan Investor or (y) 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 Certificate. The Trustee shall be under no liability to any Person for making any payments
due on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate or Restricted Class A Certificate
(or any 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.
(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,
(1) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit I-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
(2) a certificate, in the form attached hereto as Exhibit I-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 I-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 I-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 (v) 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 and 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.
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 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 will each obtain and preserve its qualification to do business as a foreign
corporation 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 consolidated, or any corporation resulting from
any merger 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 herein
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 Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's ratings, if any, of
the Class A Certificates and Class M Certificates in effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency).
(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. This Section 6.02 shall not apply to any sale,
transfer, pledge or assignment by Residential Funding of the Call Rights.
(d) The conversion of Residential Funding Company, LLC's or Residential Asset Mortgage Products, Inc.'s structure from a
Delaware corporation to a limited liability company shall not require the consent of any party or notice to any party and shall not
in any way affect the rights or obligations of Residential Funding Company, LLC or Residential Asset Mortgage Products, Inc.
hereunder.
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 or representations 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 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 Xxx 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. The Servicing Fee for any successor Master Servicer appointed pursuant to this Section 7.02 will be lowered with respect
to those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.50% per annum in the event that the
successor Master Servicer is not servicing such Mortgage Loans directly and it is necessary to raise the related Subservicing Fee to
a rate of 0.50% per annum in order to hire a Subservicer with respect to such Mortgage Loans. 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 the 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 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 in a timely fashion. The Trustee shall forward or
cause to be forwarded or make available electronically on its website 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 (subject to Section
10.01(f)) and to prevent the imposition of any federal, state or local income, prohibited transaction (except as provided in
Section 2.04 herein), 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.
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 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,
the Yield Maintenance Agreement, or the Swap 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;
(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; and
(viii) Subject to compliance with all applicable federal, state and local laws, in order to comply with its duties under the U.S.
Patriot Act, the Trustee shall obtain and verify certain information and documentation from the other parties hereto,
including, but not limited to, such party's name, address and other identifying information.
(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 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 or the Yield
Maintenance Agreement, and the Master Servicer further agrees to indemnify the Trustee for, and to hold the Trustee harmless against,
any loss, liability or expense arising out of, or in connection with, the provisions set forth in the second paragraph of
Section 2.01(a) hereof, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and
expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the
provisions of such paragraph, 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. 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 the 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 this Section 8.08 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 Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage 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 Custodians.
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 one or more custodians who are not Affiliates of the Depositor or the Master Servicer to hold all
or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. The Trustee is hereby directed
to enter into 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 Mortgage 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 will 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 EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx, Xx.
Xxxx, Xxxxxxxxx 00000-0000, for the purpose of keeping the Certificate Register. The Trustee will maintain an office at the address
stated in Section 11.05 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. Yield Maintenance Agreement and Swap Agreement.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Yield Maintenance Agreement and
Swap Agreement on behalf of the Trust Fund. The Supplemental Interest Trust Trustee is hereby authorized and directed to, and agrees
that it shall, enter into the Swap Agreement on behalf of the Supplemental Interest Trust
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by Residential Funding 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) the purchase by the Master Servicer or its designee of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan
(or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage
Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid
principal balance) (net of unreimbursed Advances attributable to principal) on the day of repurchase, plus unpaid accrued
interest thereon at the Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) from the Due
Date to which interest was last paid by the Mortgagor to, but not including, the first day of the month in which such
repurchase price is distributed plus the amount of any accrued and unpaid Servicing Fees, unreimbursed advances and
Servicing Advances, in each case through the date of such option; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (i) the Maturity Date or (ii) 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 its designee shall also include any amounts owed by the Master Servicer or its designee
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 (bb) of such Section, that remain unpaid on
the date of such purchase.
The right of the Master Servicer or its designee to purchase all the assets of the Trust Fund relating to 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 or its designee, the Master Servicer shall be entitled to reimbursement for
the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased, pursuant to
Section 3.10. 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 its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.
In addition, on any Distribution Date on or after the Optional Termination Date, the Master Servicer or its designee shall
have the right, at its option or at the option of its designee, respectively, to purchase all of the Certificates in whole, but not
in part, at a price equal to the aggregate outstanding Certificate Principal Balance of the Certificates, plus one month's Accrued
Certificate Interest on the Certificates, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest
Shortfalls previously allocated thereto.
(b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which the Master
Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the
Master Servicer or its designee of its right to purchase the assets of the Trust Fund or otherwise). 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 for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if the Master Servicer or its designee is exercising its right to purchase the assets of the
Trust Fund), or by the Trustee (in any other case) by letter to Certificateholders mailed 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,
(ii) the amount of any such final payment, 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 aforesaid, it shall give such
notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the
Master Servicer, the Master Servicer or its designee shall deposit in the Custodial Account before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets of the Trust Fund computed as above provided. The
Master Servicer 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 Certificates by the Certificateholders, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's
election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount equal to the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest and any unpaid Prepayment Interest Shortfall previously allocated thereto.
(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 Trustee shall on such date cause all funds in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if the Master Servicer
or its designee 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 Escrow Account and of contacting Certificateholders shall
be paid out of the assets which remain in the Escrow Account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders
thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the Escrow Account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the
Certificateholders shall look only to the Master Servicer for such payment.
All rights of the Master Servicer or its designee to purchase the assets of the Trust Fund, or to purchase specified classes of
Certificates, as set forth in Section 9.01(a) are referred to in this Agreement as the "Call Rights". Notwithstanding any other
provision of this Agreement, the Master Servicer or its designee shall have the right to sell, transfer, pledge or otherwise assign
the Call Rights at any time to any Person. Upon written notice by the Master Servicer or its designee to the Trustee and the Master
Servicer of any such assignment of the Call Rights to any assignee, the Trustee and the Master Servicer shall be obligated to
recognize such assignee as the holder of the Call Rights. Such entity, if not the Master Servicer or its designee or an affiliate,
shall be deemed to represent, at the time of such sale, transfer, pledge or other assignment, that one of the following will be, and
at the time the Call Right is exercised is, true and correct: (i) the exercise of such Call Right shall not result in a non-exempt
prohibited transaction under section 406 of ERISA or section 4975 of the Code (including by reason of U.S. Department of Labor
("DOL") Prohibited Transaction Class Exemption ("PTCE") 75-1 (Part I), 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable
exemption) or (ii) such entity is (A) not a party in interest under section 3(14) of ERISA or a disqualified person under section
4975(e)(2) of the Code with respect to any employee benefit plan subject to section 3(3) of ERISA or any plan subject to section 4975
of the Code (other than an employee benefit plan or plan sponsored or maintained by the entity, provided that no assets of such
employee benefit plan or plan are invested or deemed to be invested in the Certificates) and (B) not a "benefit plan investor" as
described in DOL regulation section 2510.3-101(f)(2) and modified by Section 3(42) of ERISA. If any such assignee of the Call Right
is unable to exercise such Call Right by reason of the preceding sentence, then the Call Right shall revert to the immediately
preceding assignor of such Call Right subject to the rights of any secured party therein.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional
requirements, unless 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 each of REMIC I and REMIC II, and specify the first day
of such period in a statement attached to the Trust Fund's 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 and REMIC II 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 Trust Fund 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 Trust Fund
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 each of REMIC I and REMIC II 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 each of REMIC I and REMIC II as a REMIC under the Code and, if
necessary, under applicable state law. 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 the Class R-I 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 the Class R-II Certificates shall be designated as the sole class of "residual interests" in REMIC II. 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 and REMIC II other than the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC within the meaning of Section 860G(a)(9) of the
Code.
(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 of REMIC I and REMIC II 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 of REMIC I and REMIC II 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 deliver such Tax Returns in a timely manner to the Trustee and the Trustee 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 with respect to any
tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and 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) with the exception of actions taken in connection with Section 4.08 hereof, resulting 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 the 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 September 25, 2045, 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 any REMIC pursuant to Article IX of this Agreement or (ii) 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 (but with the consent of the Swap Counterparty if the such amendment is
with respect to Section 4.10, Section 4.02(c)(xiv), section 4.09(c)(viii) or Section 11.10):
(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, 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.
(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 is permitted under this Agreement and 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. 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 R 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 R
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 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 General Motors Acceptance Corporation, the Depositor may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit L (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 M, 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.
In addition to the foregoing, any amendment to Section 4.08 of this Agreement shall require the consent of the Limited
Repurchase Right Holder as a third party beneficiary.
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
and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to
the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.
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 (RAMP), 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, EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000-0000, Attention: Structured
Finance/RAAC Series 2006-SP4 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; and (f) in the case of Fitch, Xxx
Xxxxx Xxxxxx Xxxxx, 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 Fitch. 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, (a) shall notify each Rating Agency 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, (b) shall notify the 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)(1), (g)(1) or (i) below, or
(c) provide a copy to each Rating Agency 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) (1) the termination or appointment of a successor Master Servicer or (2) the termination or appointment of a successor
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 152 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) (1) a change in the location of the Custodial Account or (2) a change in the location of 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 the 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.
(a) 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. [Reserved].
Section 11.10. Third Party Beneficiaries.
The Swap Counterparty is an express third party beneficiary of the Agreement, and shall have the right to enforce the
related provisions of the Agreement as if it were a party hereto.
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 V 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.
[SIGNATURE PAGE FOLLOWS]
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 and their respective seals, duly attested, to be hereunto affixed, all as of the day
and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Attest: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING COMPANY, LLC
Attest: /s/ Xxxxxxxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx
Title: Associate Title: Associate
[Seal] U.S. BANK NATIONAL ASSOCIATION
as Trustee and Supplemental Interest Trust Trustee
Attest: By: /s/ Xxxxxx Xxxxxxx-Xxxx
Name: Name: Xxxxxx Xxxxxxx-Xxxx
Title: Title: Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of ___________ 2006 before me, a notary public in and for said State, personally appeared
Xxxxxxxxxxx Xxxxxxxx, known to me to be a Vice President of Residential Asset Mortgage Products, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate
first above written.
Notary Public
_____________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _________ day of ___________, 2006 before me, a notary public in and for said State, personally appeared
Xxxxxx Xxxxxx, known to me to be an Associate of Residential Funding Company, LLC, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate
first above written.
Notary Public
___________________________
[Notarial Seal]
STATE OF MINNESOTA
) ss.:
COUNTY OF XXXXXX )
On the _________ day of ___________, 2006 before me, a notary public in and for said State, personally appeared
_____________________________, known to me to be ______________________________________ 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
banking association and acknowledged to me that such 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 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, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER 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.
AS OF ANY DATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF A CLASS A CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST
HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 AS AMENDED ("ERISA"), OR SECTION
4975 OF THE CODE (EACH, AN "ERISA PLAN"), OR ANY PERSON (INCLUDING, WITHOUT LIMITATION, AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY ERISA PLAN) WHO IS USING PLAN ASSETS, WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R.ss.2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OF
ANY ERISA PLAN (EACH, AN "ERISA PLAN INVESTOR") TO EFFECT SUCH ACQUISITION OR (B) ITS ACQUISITION OF SUCH
CERTIFICATE AND THE RIGHT TO RECEIVE (AND ITS RECEIPT OF) PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST ARE
ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
00-00, XXXX 00-0, XXXX 00-00, XXXX 00-00 XX XXXX 96-23 OR OTHER APPLICABLE EXEMPTION, INCLUDING SECTION
408(b)(17) OF ERISA.
AS OF ANY DATE AFTER THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF A CLASS A CERTIFICATE WILL
BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT AN ERISA PLAN OR AN ERISA 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,
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 SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "AA-" (OR
ITS EQUIVALENT) BY STANDARD & POOR'S OR MOODY'S OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE
SOURCE OF FUNDS USED TO PURCHASE OR HOLD SUCH CERTIFICATE (OR ANY INTEREST HEREIN) IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN U.S. DEPARTMENT OF LABOR PTCE 95-60), AND (III) THE CONDITIONS SET FORTH IN
SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING
INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING TWO PARAGRAPHS, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS NOT AN ERISA PLAN OR AN ERISA
PLAN INVESTOR, (B) AFTER THE TERMINATION OF THE SWAP AGREEMENT, ACQUIRED THIS CERTIFICATE IN COMPLIANCE WITH THE
RFC EXEMPTION OR (C) 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 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 ANY 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, 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.
Certificate No. [____] [____]% Adjustable Pass-Through Rate
Class [A-___] Senior Percentage Interest: ____%
Date of Pooling and Servicing Agreement Aggregate Initial Certificate Principal Balance of the
and Cut-off Date: Class [A-___] Certificates: $[_______]
November 1, 2006
First Distribution Date: Initial Certificate Principal Balance of this
December 26, 2006 Certificate:
$[______________]
Master Servicer:
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
November 2036 [______________]
MORTGAGE PASS-THROUGH CERTIFICATE
RAAC SERIES 2006-SP4
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 one- to four-family first and second lien seasoned mortgage loans
formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., 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
Mortgage Products, Inc., 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 _____________ is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class A Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family
first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products, Inc. (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 of
November 1, 2006 (the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master
Servicer and U.S. Bank National Association, as trustee and supplemental interest trust trustee (the "Trustee"
and "Supplemental Interest Trust Trustee", respectively), 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 day (or if such last day is not a Business Day, the Business Day immediately preceding such
last 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 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.
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 the City and State of 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.
As described above, as of any date prior to the termination of the Swap Agreement, any transferee of a
Class A Certificate will be deemed to have represented by virtue of its purchase and holding of such Certificate
(or any interest therein) that either (a) such transferee is not an ERISA Plan or an ERISA Plan Investor or (b)
its acquisition of such Certificate and the right to receive (and its receipt of) payments from the Supplemental
Interest Trust are eligible for exemptive relief available under at least one of XXXX 00-00, XXXX 00-0, XXXX
91-38, PTCE 95-60 or PTCE 96-23 or other applicable exemption, including Section 408(b)(17) of ERISA.
As described above, as of any date after the termination of the Swap Agreement, any transferee of a
Class A Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate
(or any interest herein) that either (a) such transferee is not an ERISA Plan or an ERISA Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on 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 "AA-" (or its equivalent) by Standard & Poor's or Moody's or (c) the
transferee is a Complying Insurance Company. In addition, any purported Certificate Owner whose acquisition or
holding of this Certificate (or any interest herein) was effected in violation of the restrictions in Section
5.02(e) of the Agreement 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.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as 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
related 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 at any 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 the City and State of 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 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 neither the Depositor, the Master Servicer,
the Trustee nor 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
without regard to the conflict of laws principals thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
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,
thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the
Master Servicer to (i) 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) purchase in whole, but not in part, all of the
Class A and Class M Certificates from the Holders thereof; provided, that any such option may only be exercised
if the aggregate Stated Principal Balance 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 Principal Balance of
the Mortgage Loans.
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.
Dated: ________, 2006 U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
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) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through 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 funds 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 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [AND THE CLASS M-[ ]
CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER 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.
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE 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.
Certificate No. [____] Adjustable Pass-Through Rate
Class M-___ Mezzanine
Date of Pooling and Servicing Agreement Aggregate Certificate Principal Balance of the
and Cut-off Date: Class M-__ Certificates: $[_______]
November 1, 2006
First Distribution Date: Initial Certificate Principal Balance of this
December 26, 2006 Certificate:
$[______________]
Master Servicer:
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
November 2036 [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
RAAC SERIES 2006-SP4
evidencing a percentage interest in any distributions allocable to the
Class M-___ Certificates with respect to the Trust Fund consisting primarily
of a pool of one- to four-family first and second lien seasoned mortgage loans
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., 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
Mortgage Products, Inc., 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 _______________ is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-___ Certificates, both as specified above) in certain distributions
with respect to a Trust Fund consisting primarily of a pool of one- to four-family first and second lien seasoned
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage Products, Inc. (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 of November 1, 2006, (the "Pooling
and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and U.S. Bank National
Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental Interest Trust
Trustee", respectively), 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 day (or if such last day is not a Business Day, the Business Day immediately preceding such
last 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 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.
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 the City and State of 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 the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that either (i) the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA
Plan"), or any Person (including, without limitation, an investment manager, a named fiduciary or a trustee of any
ERISA Plan) who is using plan assets, within the meaning of the U.S. Department of Labor regulation promulgated
at 29 X.X.X.xx. 2510.3-101, as modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan
Investor") to effect such acquisition or (ii) such transferee is an insurance company, the source of funds used to
purchase or hold this Certificate (or any interest herein) is an "insurance company general account" (as defined
in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60) and the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied or (b) 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
and holding of this Certificate is permissible under applicable law, will not constitute or result in a
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 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
related 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 at any 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 the City and State of 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 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 neither the Depositor, the Master Servicer,
the Trustee nor 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
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
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,
thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the
Master Servicer to (i) 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) purchase in whole, but not in part, all of the
Class A and Class M Certificates from the Holders thereof; provided, that any such option may only be exercised
if the aggregate Stated Principal Balance 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 Principal Balance of
the Mortgage Loans.
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.
Dated: _______, 2006 U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the 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) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through 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 funds 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
[Reserved]
EXHIBIT D
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES 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.
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 HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE 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.
Certificate No. [___]
Class SB Subordinate
Date of Pooling and Servicing Percentage Interest: [___]%
Agreement and Cut-off Date:
November 1, 2006
First Distribution Date: Aggregate Initial Certificate Principal Balance
December 26, 2006 of the Class SB Certificate: $[_________]
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Company, LLC Certificate: $[__________]
Assumed Final Distribution Date: CUSIP: [_____________]
November 2036
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
RAAC SERIES 2006-SP4
evidencing a percentage interest in any distributions allocable to the Class
SB Certificates with respect to the Trust Fund consisting primarily of a pool
of one- to four-family first and second lien seasoned mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., 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
Mortgage Products, Inc., the Master Servicer, the Trustee, GMAC Mortgage Group, LLC or any of their affiliates.
None of Residential Asset Mortgage Products, Inc., 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 one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by
Residential Asset Mortgage Products, Inc. (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 and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively), 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 day (or if such last day is not a Business Day, the Business Day immediately preceding such
last 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 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 the City and State of St. Xxxx, Minnesota. The Notional
Amount of this Class SB Certificate as of any date of determination will be calculated as described in the
Agreement. The Notional Amount hereof will be reduced by interest shortfalls on the Mortgage Loans including any
Prepayment Interest Shortfalls not covered by Eligible Master Servicing Compensation or Excess Cash Flow, and the
interest portion of any Realized Losses incurred in respect thereof. This Class SB Certificate will accrue
interest at the Pass-Through Rate on the Notional Amount as indicated in the definition of Accrued Certificate
Interest in the Agreement. This Class SB Certificate will not accrue interest on its Certificate Principal
Balance.
No transfer of this Class SB 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.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that the transferee is not an employee benefit or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any
Person (including, without limitation, an insurance company investing its general account, an investment manager,
a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within the meaning of the U.S.
Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101, as modified by Section 3(42) of ERISA, of
any ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition, or (b) 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 and holding of this Certificate is permissible under applicable law, will not constitute
or result in a 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 Mortgage Asset-Backed Pass-Through Certificates of the Series specified in the Agreement (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 at any 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 the City and State of 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 neither the Depositor, the Master Servicer,
the Trustee nor 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
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
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 or
its designee from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does
not require, the Master Servicer or its designee (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) subject
to the terms of the Agreement, to purchase in whole, but not in part, all of the Class A and Class M Certificates
from the Holders thereof; provided, that any such option may only be exercised if the aggregate Stated Principal
Balance of the related 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 Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place.
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: _________, 2006
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) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through 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 funds 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 CLASS R CERTIFICATE
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, AS AMENDED (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").
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 AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE 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 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.
Class R-[___] Residual Certificate No. [____]
Date of Pooling and Servicing Agreement Aggregate Initial Certificate Principal Balance of the
and Cut-off Date: Class R-___ Certificates:
November 1, 2006 $[______________]
First Distribution Date: Initial Certificate Principal Balance of this
December 26, 2006 Certificate:
$[______________]
Master Servicer: Percentage Interest: _____%
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
November 2036 [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
RAAC SERIES 2006-SP4
evidencing a percentage interest in any distributions allocable to the
Class R-__ Certificates with respect to the Trust Fund consisting primarily of
a pool of one- to four-family first and second lien seasoned mortgage loans
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., 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
Mortgage Products, Inc., 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 ___________________ is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R-__ Certificates, both as specified above) in
certain distributions with respect to the Trust Fund consisting primarily of a pool of one- to four-family first
and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(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 of November 1, 2006,
(the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and U.S. Bank
National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively), 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 day (or if such last day is not a Business Day, the Business Day immediately preceding such
last 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 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, (iii) 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 Depositor 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 Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor 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 the City and State of St. Xxxx, Minnesota. The Holder hereof
may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled
to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement.
No transfer of this Class R-__ 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.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that the transferee is not an employee benefit or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any
Person (including, without limitation, an insurance company investing its general account, an investment manager,
a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within the meaning of the
U.S. Department of Labor regulation promulgated at 29 X.X.X.xx. 2510.3-101, as modified by Section 3(42) of ERISA,
of any ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition, or (b) 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 and holding of this Certificate is permissible under applicable law, will not constitute
or result in a 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 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 at any 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 the City and State of 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 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 neither the Depositor, the Master Servicer,
the Trustee nor 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
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
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 or
its designee from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does
not require, the Master Servicer or its designee to (i) 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) purchase
in whole, but not in part, all of the Class A and Class M Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregated Stated Principal Balance 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 Principal Balance of the Mortgage Loans.
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.
Dated: ________, 2006 U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the 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) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through 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 funds 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 F
FORM OF CUSTODIAL AGREEMENT
[See Tab 4 of the closing set]
EXHIBIT G
MORTGAGE LOAN SCHEDULE
[On file with RFC]
EXHIBIT H
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#:
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 I-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 Mortgage
Asset-Backed Pass-Through Certificates, Series _______, 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 Sections 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 electing large partnerships, 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. 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.
6. 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 of another United States taxpayer.
7. 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.
8. 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.
9. 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.
10. The Owner's Taxpayer Identification Number is ________________.
11. 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.
12. 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 Section 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 Exhibit 1.
13. 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.
14. 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.
15. (a) The Owner is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (each, an "ERISA Plan"), or any person (including, without limitation, an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any ERISA Plan)
who is using plan assets, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R.
ss. 2510.3-101 as modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor") to effect
such acquisition; 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 and 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 an 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 Purchaser will not transfer such Certificates to any transferee
unless either such transferee 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____ .
EXHIBIT 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:
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; The accuracy of the
estimated burden associated with the collection of information (see below);
How the quality, utility, and clarity of the information to be collected may be enhanced;
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
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.
In January 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 August 19, 2002.
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 August 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 I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 200__
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4, Class R-[ ]
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, RAAC
Series 2006-SP4, Class R-[__] (the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2006 among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as master servicer, and U.S. Bank
National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively). 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 Purchaser is not both a United
States Person and a Permitted Transferee.
Very truly yours,
_______________________________________
(Seller)
By:____________________________________
Name:_________________________________
Title:__________________________________
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 0000-XX0
Xxxxxxxxxxx Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Asset Mortgage Products, Inc., RAAC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4, Class [ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2006-SP4, Class [___] (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2006, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer"), and U.S. Bank National Association, as trustee and supplemental interest
trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). 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, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act.
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 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") (each, an "ERISA Plan"), or
any person (including, without limitation, an insurance company investing its general account, an
investment manager, a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within
the meaning of the U.S. Department of Labor ("DOL") regulation promulgated at 29 X.X.X.xx. 2510.3-101, as
modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition;
(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 and holding of the Certificates is permissible
under applicable law, will not constitute or result in a 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.
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 transferee unless such transferee meets the requirements set forth in either (a) or
(b) above.
Very truly yours,
________________________________________
(Purchaser)
By:_____________________________________
Name:__________________________________
Title:___________________________________
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
______, 2__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4, Class [ ]
Ladies and Gentlemen:
In connection with the sale by _________ (the "Seller") to __________________________ (the
"Purchaser") of $____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, RAAC Series 2006-SP4, Class [__] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2006, among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as master servicer, and U.S. Bank
National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively), 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,
_______________________________________
(Seller)
By:____________________________________
Name:_________________________________
Title:__________________________________
EXHIBIT L
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 4.02(a) 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 4.02(a), 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(a).
(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(a); 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) the Depositor obtains written confirmation
from each nationally recognized credit 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 nationally recognized credit 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 M
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage Asset-Backed Pass-Through Certificates
RAAC Series 2006-SP4
_______, 200__
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 2006-SP4
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 13.01 of the Pooling and Servicing Agreement dated as of
November 1, 2006, (the "Servicing Agreement"), among Residential Asset Mortgage Products, Inc. (the "Depositor"),
Residential Funding and U.S. Bank National Association, as trustee and supplemental interest trust trustee (the
"Trustee" and "Supplemental Interest Trust Trustee", respectively), as amended by Amendment No. ___ thereto, dated
as of ________, with respect to the Mortgage Asset-Backed Pass-Through Certificates, RAAC Series 2006-SP4 (the
"Certificates"); and
WHEREAS, pursuant to Section 13.01 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:
1. 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 13.01 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 13.01(f) of the Servicing Agreement, or (y) the termination of the Trust
Fund pursuant to the Servicing Agreement.
2. 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 nonaction on the part of Residential Funding or the Trustee.
3. 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 13.02 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.
4. Successor. Except as otherwise expressly provided herein, the guarantee herein set
forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by 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.
6. 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. 1 to the Servicing Agreement
and GMAC hereby authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein shall have the
meaning given them in the Servicing Agreement.
8. 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 FUNDING COMPANY, LLC
By:______________________________________
Name:___________________________________
Title:___________________________________
EXHIBIT N
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 20____
Residential Asset Mortgage
Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by _________________ (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
November 1, 2006, among Residential Asset Mortgage Products, Inc., as seller (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:
(i) 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) 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;
(iii) 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
(iv) such assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
________________________________
(Lender
By:_____________________________
Name:___________________________
Title:__________________________
EXHIBIT O
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 warrants and represents to, and covenants with, the Seller, the Trustee and the
Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of November 1,
2006, among Residential Funding Company, LLC as Master Servicer, Residential Asset Mortgage Products, Inc. as
depositor pursuant to Section 5.02 of the Agreement and U.S. Bank National Association, as trustee and
supplemental interest trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively), 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 Master 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 1 or Annex 2. 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
a. is not an employee benefit plan or other plan 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") (each, an "ERISA Plan"), or
any person (including, without limitation, an insurance company investing its general account, an
investment manager, a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within
the meaning of the U.S. Department of Labor ("DOL") regulation promulgated at 29 X.X.X.xx. 2510.3-101, as
modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition; or
b. 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 and holding of the 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 provisions) 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.
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 Buyer
By:______________________________ By:______________________________
Name:___________________________ Name:___________________________
Title____________________________ Title____________________________
Taxpayer Identification No.:_____________ Taxpayer Identification No.:_____________
Date:_______________________________ Date:_______________________________
ANNEX 1 TO EXHIBIT O
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.
___ 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 only 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 2 TO EXHIBIT O
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:
1. 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.
2. 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).
3. 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).
4. 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.
5. 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.
6. 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 P
[Reserved]
EXHIBIT Q
FORM OF ERISA REPRESENTATION LETTER (CLASS M CERTIFICATES)
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 0000-XX0
Xxxxxxxxxxx Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Company, LLC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4, Class M-[ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2006-SP4, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2006, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer") and U.S. Bank National Association, as trustee and supplemental interest
trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). 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 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") (each,
an "ERISA Plan"), or any Person (including, without limitation, an investment manager, a named
fiduciary or a trustee of any ERISA Plan) who is using "plan assets," within the meaning of the
U.S. Department of Labor regulation promulgated at 29 X.X.X.xx. 2510.3-101, as modified by
Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition; or
(b) The Purchaser is an insurance company, the source of funds used to purchase or hold the
Certificates (or any interest therein) is an "insurance company general account" (as defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Trustee, the Depositor and the Master Servicer that the Purchaser will not transfer the Certificates to any
transferee unless either such transferee meets the requirements set forth in either (a) or (b) above.
Very truly yours,
_______________________________________
(Purchaser)
By:___________________________________________________________
Name:_________________________________________________________
Title:________________________________________________________
EXHIBIT R-1
FORM OF FORM 10-K CERTIFICATION
I, [identify the certifying individual], certify that:
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of
the period covered by this report on Form 10-K of the trust (the Exchange Act periodic reports) created pursuant
to the Pooling and Servicing Agreement dated November 1, 2006 (the "Agreement") among Residential Asset Mortgage
Products, Inc., Residential Funding Company, LLC (the "Master Servicer") and U.S. Bank National Association (the
"Trustee" and "Supplemental Interest Trust Trustee", respectively);
(1)______Based on my knowledge, Exchange Act periodic reports, taken as a whole, do 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 with respect to the period
covered by this report;
(2)______Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
(3)______I am responsible for reviewing the activities performed by the Master Servicer and based on my
knowledge and the compliance review conducted in preparing the servicer compliance statement required in this
report under Item 1123 of Regulation AB and except as disclosed in the Exchange Act periodic reports, the Master
Servicer has fulfilled its obligations under the Agreement; and
(4)______All of the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance with servicing criteria for
asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed
in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on the information provided to me by the following
unaffiliated parties: [the Trustee].
Date:____________
_________________________________*
[Signature]
Name:
Title:
* - to be signed by the senior officer in charge of the servicing functions of the Master Servicer
EXHIBIT R-2
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of U.S. Bank National Association (the "Trustee" and
"Supplemental Interest Trust 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 November 1, 2006 (the "Agreement")
by and among Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding Company, LLC (the
"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) 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 THEREOF, I have duly executed this certificate as of ____________, 20____.
_________________________________
Name:
Title:
EXHIBIT S
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 Terms (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 T
[Reserved]
EXHIBIT U
YIELD MAINTENANCE AGREEMENT
[See Tab 5 of the closing set]
EXHIBIT V
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 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.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) 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
activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) 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
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate |X| (as to accounts
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements. held by Trustee)
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to |X| (as to investors
an investor are made only by authorized personnel. only)
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii) 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
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
respect to commingling of cash) as set forth in the transaction held by Trustee)
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v) 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
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii) 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
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i) 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
servicer.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance |X|
with timeframes, distribution priority and other terms set forth in
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 |X|
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 |X|
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by
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
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv) 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
(e.g., escrow) in accordance with the related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v) The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi) 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
transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii) 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
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii) 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
temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x) 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
of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi) 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
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii) 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
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.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained |X|
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
EXHIBIT W
FORM OF ERISA REPRESENTATION LETTER
(CLASS A CERTIFICATES)
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: Structured Finance/RAAC Series 0000-XX0
Xxxxxxxxxxx Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Company, LLC Series 2006-SP4
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2006-SP4, Class A-[ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2006-SP4, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2006, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer") and U.S. Bank National Association, as trustee and supplemental interest
trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.
(1) As of any date prior to the termination of the Swap 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 or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any Person
(including, without limitation, an investment manager, a named fiduciary or a trustee of any
ERISA Plan) who is using plan assets, within the meaning of the U.S. Department of Labor
regulation promulgated at 29 X.X.X.xx. 2510.3-101, as modified by Section 3(42) of ERISA, of any
ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition; or
(b) The Purchaser's acquisition of the above referenced certificates and the right to receive (and
its receipt of) payments from the supplemental interest trust are eligible for exemptive relief
available under at least one of the following exemptions:
(i) Prohibited Transaction Class Exemption ("PTCE") 84-14, regarding transactions
negotiated by independent "qualified professional asset managers";
(ii) PTCE 90-1, regarding investments by insurance company pooled separate accounts;
(iii) PTCE 91-38, regarding investments by bank collective investment funds;
(iv) PTCE 95-60, regarding investments by insurance company general accounts;
(v) PTCE 96-23, regarding transactions negotiated by certain in-house asset managers; or
(vi) Section 408(b)(17) of ERISA, regarding transactions between an ERISA Plan and a person
or an entity that is a party in interest to such ERISA Plan (other than a party in
interest that is a fiduciary, or its affiliate, that has or exercises discretionary
authority or control or renders investment advice with respect to the assets of the
ERISA Plan involved in the transaction) solely by reason of providing services to the
ERISA Plan, but only if the ERISA Plan pays no more, or receives no less, than
adequate consideration.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that prior to the termination of the Swap Agreement, the Purchaser
will not transfer the Certificates to any transferee unless that transferee meets the requirements in (a) or (b)
above.
(2 As of any date after the termination of the Swap 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 ERISA Plan or an ERISA Plan Investor;
(b) The Purchaser has acquired and is holding the Certificates 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 such Certificate must be rated, at the time of purchase, not
lower than "AA-" (or its equivalent) by Standard & Poor's or Moody's; or
(c) The Purchaser is an insurance company, the source of funds used to purchase or hold the
Certificates (or any interest therein) is an "insurance company general account" (as defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Trustee and the Master Servicer that after the termination of the Swap Agreement, the
Purchaser will not transfer the Certificates to any transferee unless that transferee meets the requirements in
(a), (b) or (c) above.
Very truly yours,
_______________________________________
(Purchaser)
By:___________________________________________________________
Name:_________________________________________________________
Title:________________________________________________________
