EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2006
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-EMX3
TABLE OF CONTENTS
ARTICLE I DEFINITIONS............................................................................................3
Section 1.01. Definitions.......................................................................3
Section 1.02. Determination of LIBOR............................................................3
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.......................................3
Section 2.01. Conveyance of Mortgage Loans......................................................3
Section 2.02. Acceptance by Trustee.............................................................3
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor.........................................................................3
Section 2.04. Representations and Warranties of Sellers.........................................3
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC-I
Regular Interests.................................................................3
Section 2.06. Purposes and Powers of the Trust..................................................3
Section 2.07. Agreement Regarding Ability to Disclose...........................................3
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................3
Section 3.01. Master Servicer to Act as Servicer................................................3
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations..........................................3
Section 3.03. Successor Subservicers............................................................3
Section 3.04. Liability of the Master Servicer..................................................3
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders................................................................3
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee...................3
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...........................................................................3
Section 3.08. Subservicing Accounts; Servicing Accounts.........................................3
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans.............................................................................3
Section 3.10. Permitted Withdrawals from the Custodial Account..................................3
Section 3.11. Maintenance of Primary Insurance Coverage.........................................3
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.................3
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments...................................................3
Section 3.14. Realization Upon Defaulted Mortgage Loans.........................................3
Section 3.15. Trustee to Cooperate; Release of Mortgage Files...................................3
Section 3.16. Servicing and Other Compensation; Compensating Interest...........................3
Section 3.17. Reports to the Trustee and the Depositor..........................................3
Section 3.18. Annual Statement as to Compliance and Servicing Assessment........................3
Section 3.19. Annual Independent Public Accountants' Servicing Report...........................3
Section 3.20. Right of the Depositor in Respect of the Master Servicer..........................3
Section 3.21. [Reserved]........................................................................3
Section 3.22. Advance Facility..................................................................3
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS........................................................................3
Section 4.01. Certificate Account...............................................................3
Section 4.02. Distributions.....................................................................3
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting.....................................................................3
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer...................................................................3
Section 4.05. Allocation of Realized Losses.....................................................3
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.....................3
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.....................................3
Section 4.08. Limited Mortgage Loan Repurchase Right............................................3
Section 4.09. Derivative Contracts..............................................................3
Section 4.10. Yield Maintenance Agreement.......................................................3
ARTICLE V THE CERTIFICATES.......................................................................................3
Section 5.01. The Certificates..................................................................3
Section 5.02. Registration of Transfer and Exchange of Certificates.............................3
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.................................3
Section 5.04. Persons Deemed Owners.............................................................3
Section 5.05. Appointment of Paying Agent.......................................................3
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER.................................................................3
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer...................3
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer..................3
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others..........3
Section 6.04. Depositor and Master Servicer Not to Resign.......................................3
ARTICLE VII DEFAULT..............................................................................................3
Section 7.01. Events of Default.................................................................3
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.............................3
Section 7.03. Notification to Certificateholders................................................3
Section 7.04. Waiver of Events of Default.......................................................3
ARTICLE VIII CONCERNING THE TRUSTEE..............................................................................3
Section 8.01. Duties of Trustee.................................................................3
Section 8.02. Certain Matters Affecting the Trustee.............................................3
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.............................3
Section 8.04. Trustee May Own Certificates......................................................3
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...............3
Section 8.06. Eligibility Requirements for Trustee..............................................3
Section 8.07. Resignation and Removal of the Trustee............................................3
Section 8.08. Successor Trustee.................................................................3
Section 8.09. Merger or Consolidation of Trustee................................................3
Section 8.10. Appointment of Co-Trustee or Separate Trustee.....................................3
Section 8.11. Appointment of Custodians.........................................................3
Section 8.12. Appointment of Office or Agency...................................................3
Section 8.13. DTC Letter of Representations.....................................................3
Section 8.14. Yield Maintenance Agreement.......................................................3
ARTICLE IX TERMINATION...........................................................................................3
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans....................3
Section 9.02. Additional Termination Requirements...............................................3
ARTICLE X REMIC PROVISIONS.......................................................................................3
Section 10.01. REMIC Administration..............................................................3
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification..................3
ARTICLE XI MISCELLANEOUS PROVISIONS..............................................................................3
Section 11.01. Amendment.........................................................................3
Section 11.02. Recordation of Agreement; Counterparts............................................3
Section 11.03. Limitation on Rights of Certificateholders........................................3
Section 11.04. Governing Law.....................................................................3
Section 11.05. Notices...........................................................................3
Section 11.06. Notices to Rating Agencies........................................................3
Section 11.07. Severability of Provisions........................................................3
Section 11.08. Supplemental Provisions for Resecuritization......................................3
Section 11.09. Third-Party Beneficiary...........................................................3
ARTICLE XII COMPLIANCE WITH REGULATION AB........................................................................3
Section 12.01. Intent of Parties; Reasonableness.................................................3
Section 12.02. Additional Representations and Warranties of the Trustee..........................3
Section 12.03. Information to be Provided by the Trustee.........................................3
Section 12.04. Report on Assessment of Compliance and Attestation................................3
Section 12.05. Indemnification; Remedies.........................................................3
Exhibit A Form of Class A Certificate..................................................................A-1
Exhibit B Form of Class M Certificate..................................................................B-1
Exhibit C Form of Class SB Certificate.................................................................C-1
Exhibit D Form of Class R Certificate..................................................................D-1
Exhibit E Form of Custodial Agreement..................................................................E-1
Exhibit F Mortgage Loan Schedule.......................................................................F-1
Exhibit G Form of Request for Release..................................................................G-1
Exhibit H-1 Form of Transfer Affidavit and Agreement...................................................H-1-1
Exhibit H-2 Form of Transferor Certificate.............................................................H-2-1
Exhibit I Form of Investor Representation Letter.......................................................I-1
Exhibit J Form of Transferor Representation Letter.....................................................J-1
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty......................................................K-1
Exhibit L Form of Limited Guaranty.....................................................................L-1
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan.................................M-1
Exhibit N Form of Rule 144A Investment Representation..................................................N-1
Exhibit O [Reserved]...................................................................................O-1
Exhibit P Form of ERISA Letter.........................................................................P-1
Exhibit Q [Reserved]...................................................................................Q-1
Exhibit R Assignment Agreement........................................................................R-1
Exhibit S Servicing Criteria...........................................................................S-1
Exhibit T-1 Form of 10-K Certification.................................................................T-1-1
Exhibit T-2 Form of Back-Up Certification..............................................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating Agencies Relating to
Reportable Modified Mortgage Loans...........................................................U-1
This Pooling and Servicing Agreement, effective as of April 1, 2006, among RESIDENTIAL ASSET SECURITIES
CORPORATION, as the depositor (together with its permitted successors and assigns, the "Depositor"), RESIDENTIAL
FUNDING CORPORATION, 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 (together with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in fifteen 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)
subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R
Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest
possible maturity date" (determined solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I
Regular Interests will be certificated.
UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-1 Variable(1) $ 799,869,191.06 April 25, 2036
LT-2 Variable(1) $ 29,168.67 April 25, 2036
LT-3 0.00% $ 50,831.34 April 25, 2036
LT-4 Variable(1) $ 50,831.34 April 25, 2036
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as REMIC II. Component II of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, certain features, month of Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing "regular interests" in REMIC II. The "latest possible
maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for
each Class of REMIC II Regular Interests shall be the Maturity Date.
MONTH OF
FINAL
AGGREGATE INITIAL SCHEDULED
PASS-THROUGH CERTIFICATE DISTRIBUTION
DESIGNATION TYPE RATE PRINCIPAL BALANCE FEATURES DATE
S&P Xxxxx'x
Class A-1 Regular(1) Adjustable(2)(3)$ 310,000,000.00 Senior/Adjustable September 2025 AAA Aaa
Rate
Class A-2 Regular(1) Adjustable(2)(3)$ 278,250,000.00 Senior/Adjustable June 2035 AAA Aaa
Rate
Class A-3 Regular(1) Adjustable(2)(3)$ 29,750,000.00 Senior/Adjustable April 2036 AAA Aaa
Rate
Class M-1 Regular(1) Adjustable(2)(3)$ 31,200,000.00 Mezzanine/Adjustable April 2036 AA+ Aa1
Rate
Class M-2 Regular(1) Adjustable(2)(3)$ 28,800,000.00 Mezzanine/Adjustable April 2036 AA+ Aa2
Rate
Class M-3 Regular(1) Adjustable(2)(3)$ 16,800,000.00 Mezzanine/Adjustable April 2036 AA Aa3
Rate
Class M-4 Regular(1) Adjustable(2)(3)$ 15,200,000.00 Mezzanine/Adjustable April 2036 AA- A1
Rate
Class M-5 Regular(1) Adjustable(2)(3)$ 14,400,000.00 Mezzanine/Adjustable April 2036 A+ A2
Rate
Class M-6 Regular(1) Adjustable(2)(3)$ 13,600,000.00 Mezzanine/Adjustable April 2036 A A3
Rate
Class M-7 Regular(1) Adjustable(2)(3)$ 13,200,000.00 Mezzanine/Adjustable April 2036 A- Baa1
Rate
Class M-8 Regular(1) Adjustable(2)(3)$ 12,000,000.00 Mezzanine/Adjustable April 2036 BBB+ Baa2
Rate
Class M-9 Regular(1) Adjustable(2)(3)$ 10,400,000.00 Mezzanine/Adjustable April 2036 BBB Baa3
Rate
Class SB Regular (4) $ 24,400,022.40 Subordinate April 2036 N/R N/R
(4)
_______________
(1) The Class A and Class M Certificates will represent ownership of REMIC II Regular Interests together
with certain rights to payments to be made from amounts received under the Yield Maintenance Agreement which
will be deemed made for federal income tax purposes outside of REMIC II by the holder of the Class SB
Certificates as the owner of the Yield Maintenance Agreement.
(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 the lesser of (i) LIBOR plus the applicable
Margin and (ii) the Net WAC Cap Rate and the provisions for the payment of Basis Risk Shortfalls 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 Yield Maintenance Agreement, which will not be a part of their ownership of
the REMIC II Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate
Interest. The Class SB Certificates will not accrue interest on their Certificate Principal Balance. The
Class SB Certificates will represent ownership of two REMIC II Regular Interests, a principal only regular
interest designated REMIC II Regular Interest SB-PO and an interest only regular interest designated REMIC
II Regular Interest 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 shall be outside and
apart from its rights under the REMIC II Regular Interests SB-IO and SB-PO.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01......Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date and each Class of Class A
Certificates and Class M Certificates, interest accrued during the related Interest Accrual Period on the
Certificate Principal Balance thereof immediately prior to such Distribution Date at the Pass-Through Rate for
that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount
of Prepayment Interest Shortfalls on the related Mortgage Loans during the prior calendar month to the extent not
covered by Compensating Interest pursuant to Section 3.16, and by Relief Act Shortfalls on the related Mortgage
Loans during the related Due Period. All such reductions with respect to the related Mortgage Loans will be
allocated among the Certificates in proportion to the amount of Accrued Certificate Interest payable on such
Certificates on such Distribution Date absent such reductions.
Accrued Certificate Interest for any Distribution Date shall further be reduced by the interest portion
of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day year and the actual number of days
in the related Interest Accrual Period.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the Pass-Through Rate on the Notional Amount as specified in the definition
of Pass-Through Rate, immediately prior to such Distribution Date, reduced by any interest shortfalls with
respect to the Mortgage Loans, including Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to Section 4.02(c)(v) and (vi). Accrued
Certificate Interest on the Class SB Certificates shall accrue on the basis of a 360-day year and the actual
number of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the Master Servicer, pursuant to
Section 4.04.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common
control with such first Person. For purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution Date, the total of the amounts
held in the Custodial Account at the close of business on the preceding Determination Date on account of
(i) Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds, Principal Prepayments, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans that the Master
Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the appraised value of such
Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and
(ii) the sales price of the Mortgaged Property at such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to which it is either the appraised value based upon
the appraisal made at the time of origination of the loan which was refinanced or modified or the appraised value
determined in an appraisal at the time of refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between
Residential Funding and the Depositor relating to the transfer and assignment of the Mortgage Loans, attached
hereto as Exhibit R.
Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of
(i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on
the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Mortgage
Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date
pursuant to the second paragraph of Section 3.12(a) in respect of the Mortgage Loans, (iv) any amount that the
Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Mortgage Loans, and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in
respect of the Mortgage Loans, reduced by (b) the sum as of the close of business on the immediately preceding
Determination Date of (x) the Amount Held for Future Distribution with respect to the Mortgage Loans, and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the
related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfalls: With respect to each Class of the Class A Certificates and Class M Certificates,
and any Distribution Date, the sum of (a) with respect to any Distribution Date on which the Net WAC Cap Rate is
used to determine the Pass-Through Rate of such Class, an amount equal to the excess of (x) Accrued Certificate
Interest for such Class calculated at a per annum rate equal to LIBOR plus the related Margin for such
Distribution Date (which shall not exceed 14.000% per annum), over (y) Accrued Certificate Interest for such
Class calculated using the Net WAC Cap Rate, (b) any shortfalls for such Class calculated pursuant to clause (a)
above remaining unpaid from prior Distribution Dates, and (c) one month's interest on the amount in clause (b)
(based on the number of days in the preceding Interest Accrual Period) at a per annum rate equal to LIBOR plus
the related Margin for such Distribution Date (which shall not exceed 14.000% per annum).
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions
in the State of California, the State of Minnesota, the State of Texas, the State of New York or the State of
Illinois (and such other state or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of Advances or
Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the prior
calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date
pursuant to Section 3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than a Mortgage Loan as to which an
REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which
shall be entitled "U.S. Bank National Association, as trustee, in trust for the registered holders of Residential
Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX3" and
which account shall be held for the benefit of the Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate
Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any consent or direction pursuant
to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Depositor,
the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has
been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize
as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of
such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise
on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate or Class M Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(c) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that with respect to any
Distribution Date, the Certificate Principal Balance of any outstanding Class of Class A Certificates and Class M
Certificates (with respect to the Class A Certificates, on a pro rata basis based on the amount of Realized Loss
previously allocated thereto and remaining unreimbursed) to which a Realized Loss was previously allocated and
remains unreimbursed will be increased, to the extent of Realized Losses previously allocated thereto and
remaining unreimbursed, but only to the extent of Subsequent Recoveries received during the preceding calendar
month. With respect to any Class SB Certificate, on any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate, multiplied by an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of the Class A Certificates and Class M Certificates then outstanding, which represents the sum of (i)
the Initial Principal Balance of the REMIC II Regular Interest SB-PO, as reduced by Realized Losses allocated
thereto and payments deemed made thereon, and (ii) accrued and unpaid interest on the REMIC II Regular Interest
SB-IO, as reduced by Realized Losses allocated thereto. The Class R Certificates will not have a Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation.
Class A Certificates: Collectively, the Class A-1 Certificates, Class A-2 Certificates and Class A-3
Certificates.
Class A Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class 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
Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.
Class A-1 Margin: 0.600% per annum.
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
Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.
Class A-2 Margin: Initially, 0.180% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.360% per annum.
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
Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class A-3 Margin: Initially, .0.280% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.560% per annum.
Class M Certificates: Collectively, the Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates and Class M-9 Certificates.
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, 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 payments under the Yield Maintenance Agreement.
Class M-1 Margin: Initially, 0.330% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.495% per annum.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the payment of the Class A Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product
of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date
and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-2 Margin: Initially, 0.350% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.525% per annum.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates and Class M-1 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount for that Distribution
Date) and (2) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-3 Margin: Initially, 0.370% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.555% per annum.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates and Class M-2 Certificates (after taking into account the
payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and the Class M-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be
made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-4 Margin: Initially, .0450% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.675% per annum.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and
the Class M-3 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount and the Class M-3 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates (after
taking into account the payment of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-3
Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance
of the Class M-4 Certificates immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-5 Margin: Initially, 0.490% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.735% per annum.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount or (b) on or after
the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4
Certificates (after taking into account the payment of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-6 Margin: Initially, 0.550% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.825% per annum.
Class M-6 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount and the Class M-5
Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(iii) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount; and
(iv) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates and Class M-5 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount for that Distribution Date) and
(2) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-7 Margin: Initially, 1.050% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 1.575% per annum.
Class M-7 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount and the Class M-6 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates and Class M-6 Certificates (after taking into account the
payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount and the
Class M-6 Principal Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be
made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-8 Margin: Initially, 1.200% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 1.800% per annum.
Class M-8 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount and the Class M-7 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates and Class M-7 Certificates (after
taking into account the payment of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-8 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the
product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution
Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-9 Certificate: Any one of the Class M-9 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, 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 payments under the Yield Maintenance Agreement.
Class M-9 Margin: Initially, 2.100% per annum, and on any Distribution Date on and after the second
Distribution Date after the first possible Optional Termination Date, 3.150% per annum.
Class M-9 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount and
the Class M-8 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, Class M-6 Principal Distribution
Amount, the Class M-7 Principal Distribution Amount and the Class M-8 Principal Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates and Class M-8
Certificates (after taking into account the payment of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount and the Class M-8 Principal Distribution Amount for that Distribution Date) and
(2) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in a REMIC 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 C, 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 for purposes of the REMIC Provisions.
Closing Date: April 21, 2006.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount paid by the Master Servicer in
accordance with Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this instrument is located at U.S. Bank National Association, EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx, Xx.
Xxxx, Xxxxxxxxx 00000, Attn: Structured Finance/RASC 2006-EMX3.
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 E hereto.
Custodian: Xxxxx Fargo Bank, N.A., or any successor custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date: April 1, 2006.
Cut-off Date Balance: $800,000,022.40.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the unpaid principal balance thereof
at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (or due in the
month of the Cut-off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except
such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
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 4.09.
Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.09
Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under
Section 860E(e)(5) of the Code, including, if not otherwise included, any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes
any "electing large partnership," as defined in Section 775(a) of the Code and any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United
States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date: The 25th day of any month beginning in May 2006 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 April 20, 2006, among the Trustee on behalf of the
Trust Fund, U.S. Bank National Association, in its individual capacity as agent thereunder 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, 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 then-current rating assigned to such Certificates by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution Date, the lesser of
(a) one-twelfth of 0.125% of the Stated Principal Balance of the related Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial
Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date;
provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02(a) except as may be required pursuant to the last sentence of such Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess
of (i) the Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest
Distribution Amount for that Distribution Date and (b) the lesser of (1) the aggregate Certificate Principal
Balance of Class A Certificates and Class M Certificates immediately prior to such Distribution Date and (2) the
Principal Remittance Amount for that Distribution Date to the extent not applied to pay interest on the Class A
Certificates and Class M Certificates on such Distribution Date, (B) the Overcollateralization Reduction Amount,
if any, for that Distribution Date and (C) any Yield Maintenance Agreement Payment received by the Trustee 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.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the
applicable Servicing Fee Rate and the per annum rate at which the applicable Subservicing Fee accrues.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows:
with respect to the Class A-1 Certificates, the Distribution Date occurring in September 2025; with respect to
the Class A-2 the Distribution Date occurring in June 2035; and with respect to the Class A-3 Certificates and
each Class of Class M Certificates, the Distribution Date occurring in April 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 Certificates or Class M Certificates on or before its Final Scheduled
Distribution Date.
Fitch: Fitch Ratings, or its successors in interest.
Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property
for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month
following the month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Gross Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added
to the related Index on each Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be
borne by such Mortgage Loan until the next Adjustment Date.
HUD: The United States Department of Housing and Urban Development.
Independent: When used with respect to any specified Person, means such a Person who (i) is in fact
independent of the Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have
any direct financial interest or any material indirect financial interest in the Depositor, the Master Servicer
or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or
the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable-rate Mortgage Loan and as to any Adjustment Date therefor, the
related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the
Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Closing Date as
set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to
the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to the Distribution Date in May 2006, the period commencing the
Closing Date and ending on the day preceding the Distribution Date in May 2006, and with respect to any
Distribution Date after the Distribution Date in May 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.
Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to
Section 4.02(c)(i) and (ii).
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period,
whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate
quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with
Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in London, England are required or authorized by law to be closed.
LIBOR Certificates: Collectively, the Class A Certificates and Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
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 Mortgage 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 and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin: The Class A-1 Margin, Class A-2 Margin, Class A-3 Margin, Class M-1 Margin, Class M-2 Margin,
Class M-3 Margin, Class M-4 Margin, Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class M-8 Margin or
Class M-9 Margin, as applicable.
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) times the weighted average of the Uncertificated REMIC I
Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I Regular Interest LT3.
Master Servicer: As defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing ownership of REMIC II Regular
Interests or REMIC I 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, April 25, 2036, which is the Distribution Date
occurring in the month following the last scheduled monthly payment of the Mortgage Loans.
Maximum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, the per annum rate indicated
on the Mortgage Loan Schedule as the "NOTE CEILING," which rate is the maximum interest rate that may be
applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable-rate Mortgage Loan and any date of
determination, the Maximum Mortgage Rate minus the Expense Fee Rate. With respect to any fixed-rate Mortgage
Loan and any date of determination, the Net Mortgage Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS(R)System: The system of recording transfers of Mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System.
Minimum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, a per annum rate equal to the
greater of (i) the Note Margin and (ii) the rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR,"
which rate may be applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing
Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was
reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any
Due Period, the payment of principal and interest due thereon in accordance with the amortization schedule at the
time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior
to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: With respect to each Mortgage Note, the mortgage, deed of trust or other comparable
instrument creating a first or junior lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan
and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to
Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage
Loans held or deemed held as part of the Trust Fund including, without limitation, each related Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F (as amended from
time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE," or "MATURITY DT");
(iv) for the adjustable-rate Mortgage Loans, the Mortgage Rate as of origination ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as of the Cut-off Date ("ORIGINAL P &
I" or "CURRENT P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by
a second or vacation residence (the absence of any such code means the Mortgage Loan is secured by
a primary residence);
(xi) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner
occupied residence (the absence of any such code means the Mortgage Loan is secured by an owner
occupied residence);
(xii) for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate ("NOTE CEILING");
(xiii) for the adjustable-rate Mortgage Loans, the maximum Net Mortgage Rate ("NET CEILING");
(xiv) for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE MARGIN");
(xv) for the adjustable-rate Mortgage Loans, the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT");
(xvi) for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xvii) [reserved]; and
(xviii) for the adjustable-rate Mortgage Loans, the rounding of the semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set forth all of the information
required.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate borne by the related Mortgage Note,
or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable-rate
Mortgage Loans will adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple of
one-eighth of one percent (0.125%) or up to the nearest one-eighth of one percent, which are indicated by a "U" on
the Mortgage Loan Schedule, except in the case of the adjustable-rate Mortgage Loans indicated by an "X" on the
Mortgage Loan Schedule under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date minus the related Expense Fee Rate.
Net WAC Cap Rate: With respect to any Distribution Date, the product of (i) a per annum rate equal to
the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period,
weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date and (ii) a
fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment
of the Master Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by
the Master Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To
the extent that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any
portion of any Servicing Advances that are outstanding with respect to the related Mortgage Loan as a result of a
modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or
Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or
reimbursement for such advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a Nonrecoverable Advance shall be evidenced
by a certificate of a Servicing Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, and the Master Servicer setting forth
such determination, which shall include any other information or reports obtained by the Master Servicer such as
property operating statements, rent rolls, property inspection reports and engineering reports, which may support
such determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by
the Master Servicer that any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if
made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject
to a Subservicing Agreement.
Note Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added
to the Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage
Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such adjustable rate Mortgage Loan until the next Adjustment Date.
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.
Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Vice
President, Assistant Vice President, Director, Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer or an Assistant Secretary of the Depositor or the Master Servicer, as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer and
which counsel may be counsel for the Depositor or the Master Servicer, provided that any Opinion of Counsel (i)
referred to in the definition of "Disqualified Organization" or (ii) relating to the qualification of any REMIC
hereunder as a REMIC or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after
giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of
the Cut-off Date Balance.
Outstanding Mortgage Loan: With respect to the Due Date in any Due Period, a Mortgage Loan (including
an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition
and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03,
2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Mortgage Loans before giving effect to distributions of principal to be
made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A Certificates
and Class M Certificates immediately prior to such date.
Overcollateralization Floor: An amount equal to the product of 0.50% and the Cut-off Date Balance.
Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) Excess
Cash Flow for that Distribution Date (to the extent not used to cover the amounts described in clauses (iv) and
(v) of the definition of Principal Distribution Amount as of such Distribution Date) and (b) the excess of (1)
the Required Overcollateralization Amount for such Distribution Date over (2) the Overcollateralization Amount
for such Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date on which the Excess
Overcollateralization Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Overcollateralization Reduction Amount shall be equal to the lesser of
(i) the Excess Overcollateralization Amount for that Distribution Date and (ii) the Principal Remittance Amount
on such Distribution Date.
Ownership Interest: With respect to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to each Class of Class A Certificates and Class M Certificates and any
Distribution Date, the least of (i) a per annum rate equal to LIBOR plus the related Margin for such Distribution
Date, (ii) 14.000% per annum and (iii) the Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB Certificates and any Distribution Date 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 the sum of
the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate
principal balance of the REMIC I Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class SB Certificates or the REMIC II Regular Interest SB-IO, the numerator is equal to the sum of the following
components:
(i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC I Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC I Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the
related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC I Regular Interest LT4.
Paying Agent: U.S. Bank National Association or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M Certificate, the undivided
percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the same Class. The Percentage Interest with respect
to a Class SB Certificate or Class R Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the periodic rate cap that limits the
increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month
from the date of acquisition thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances
(which shall each have an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the laws of the United States or any
state thereof or of any domestic branch of a foreign depository institution or trust company;
provided that the debt obligations of such depository institution or trust company at the date
of acquisition thereof have been rated by each Rating Agency in its highest short-term rating
available; and, provided further that, if the original maturity of such short-term obligations
of a domestic branch of a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any
corporation incorporated under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest short term rating
available; provided that such commercial paper and demand notes shall have a remaining maturity
of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest
long-term rating available (which may be managed by the Trustee or one of its Affiliates); and
(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted
Investment hereunder and will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the then-current rating assigned to such Certificates by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to
receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both
principal and interest payments derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's 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 and P-1 in the case of
Moody's; provided, however, that any Permitted Investment that is a short-term debt obligation rated A-1 by
Standard & Poor's must satisfy the following additional conditions: (i) the total amount of debt from A-1 issuers
must be limited to the investment of monthly principal and interest payments (assuming fully amortizing
collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the aggregate
outstanding Certificate Principal Balance of the Certificates and each investment must not mature beyond 30 days;
(iii) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that
cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being relied on to meet
a certain yield, interest must be tied to a single interest rate index plus a single fixed spread (if any) and
must move proportionately with that index. Any Permitted Investment may be purchased by or through the Trustee
or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization
or Non-United States Person.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Prepayment Assumption: With respect to the Class A Certificates 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 (a) with respect to the fixed-rate Mortgage
Loans, assumes a constant prepayment rate of one-tenth of 23% per annum of the then outstanding Stated Principal
Balance of the fixed-rate Mortgage Loans in the first month of the life of such Mortgage Loans and an additional
one-tenth of 23% per annum in each month thereafter until the tenth month, and beginning in the tenth month and
in each month thereafter during the life of the fixed-rate Mortgage Loans, a constant prepayment rate of 23% per
annum each month ("23% HEP") and (b) with respect to the adjustable-rate Mortgage Loans assumes a prepayment
assumption of 2% of the constant prepayment rate in month one, increasing by approximately 2.545% from month 2
until month 12, a constant prepayment rate of 30% from month 12 to month 22, a constant prepayment rate of 50%
from month 23 to month 27, and a constant prepayment rate of 35% thereafter, used for determining the accrual of
original issue discount and premium and market discount on the Class A Certificates and Class M Certificates for
federal income tax purposes. The constant prepayment rate assumes that the stated percentage of the outstanding
Stated Principal Balance of the adjustable-rate Mortgage Loans is prepaid over the course of a year.
Prepayment Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan (other than
a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during
the related Prepayment Period, an amount equal to the excess of one month's interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal
to one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated by a numeric
code on the Mortgage Loan Schedule with the exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(x) the sum of (A) the Available Distribution Amount and (B) with respect to clauses (b)(v) and (vi) below, the
Yield Maintenance Agreement Payment for that Distribution Date, over (y) the Interest Distribution Amount, and
(b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the related Due
Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02,
2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries, on the
Mortgage Loans (including, without limitation, Principal Prepayments in Full, Curtailments,
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment
Period (or deemed to have been so received) to the extent applied by the Master Servicer as
recoveries of principal of the Mortgage Loans pursuant to Section 3.14;
(iv) the lesser of (1) Subsequent Recoveries for such Distribution Date and (2) the principal portion of any
Realized Losses allocated to any Class of Certificates on a prior Distribution Date and remaining
unpaid;
(v) the lesser of (1) the Excess Cash Flow for such Distribution Date (to the extent not used pursuant to
clause (iv) of this definition on such Distribution Date) and (2) the principal portion of any
Realized Losses incurred (or deemed to have been incurred) on any Mortgage Loans in the calendar
month preceding such Distribution Date; and
(vi) the lesser of (1) the Excess Cash Flow for that Distribution Date (to the extent not used pursuant
to clauses (iv) and (v) of this definition on such Distribution Date) and (2) the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any Overcollateralization Reduction Amount for such Distribution Date and (B) the
amount of any Capitalization Reimbursement Amount for such Distribution Date.
Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a
recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses
(b)(i) through (iii) of the definition of Principal Distribution Amount for that Distribution Date.
Program Guide: The AlterNet Seller Guide as incorporated into the Residential Funding Seller Guide for
mortgage collateral sellers that participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which Residential Funding has arranged to
accommodate the servicing of the Mortgage Loans and in each case all supplements and amendments thereto published
by Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise
purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid
accrued interest at either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee is calculated, or (b) in the case of a
purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan), in each case on the Stated Principal Balance thereof to the first day of the month
following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. With respect
to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date pursuant to
Section 4.08, an amount equal to the greater of (i) the sum of (a) 100% of the Stated Principal Balance thereof
plus the principal portion of any related unreimbursed Advances of such Mortgage Loan (or REO Property) and (b)
unpaid accrued interest at either (1) 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 (2) 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 the first day of the month
following the month of purchase from the Due Date to which interest was last paid by the Mortgagor, and (ii) the
fair market value of such Mortgage Loan (or REO Property).
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor
for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction),
not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be
deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage
Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a
Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement, (other than the representations and warranties
set forth therein with respect to the number of loans (including the related percentage) in excess of zero which
meet or do not meet a specified criteria); (vi) not be 30 days or more Delinquent; (vii) not be subject to the
requirements of HOEPA (as defined in the Assignment Agreement); (viii) have a policy of title insurance, in the
form and amount that is in material compliance with the Program Guide, that was effective as of the closing of
such Mortgage Loan, is valid and binding, and remains in full force and effect, unless the Mortgage Property is
located in the State of Iowa where an attorney's certificate has been provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) with respect to adjustable rate
Mortgage Loans, have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as that
of the Deleted Mortgage Loan; (xi) with respect to adjustable rate Mortgage Loans, have a Note Margin not less
than that of the Deleted Mortgage Loan; (xii) with respect to adjustable rate Mortgage Loans, have a Periodic
Rate Cap that is equal to that of the Deleted Mortgage Loan; (xiii) with respect to adjustable rate Mortgage
Loans, have a next Adjustment Date no later than that of the Deleted Mortgage Loan, and (xiv) be secured by a
lien with the same lien priority as the Deleted Loan.
Rating Agency: Each of Standard & Poor's and Moody's. If any agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated
by the Depositor, notice of which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or
REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Due
Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances, Servicing Advances or other expenses as to
which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a)
(1) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan
was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that
constitute Servicing Advances that are reimbursable to the Master Servicer or a Subservicer, and (b) any such
amount with respect to a Monthly Payment that was or would have been due in the month immediately following the
month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to
have been received. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation,
the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to
each Mortgage Loan which has become the object of a Debt Service Reduction, the amount of such Debt Service
Reduction. Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed
a Realized Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard
to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan
and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case
without giving effect to any Debt Service Reduction.
Realized Losses allocated to the Class SB Certificates shall be allocated first to 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.
To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are
applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Record Date: With respect to each Distribution Date and the LIBOR Certificates, the Business Day
immediately preceding such Distribution Date. With respect to each Distribution Date and the Certificates (other
than the LIBOR Certificates), the close of business on the last Business Day of the month next preceding the
month in which the related Distribution Date occurs, except in the case of the first Record Date which shall be
the Closing Date.
Reference Bank Rate: As defined in Section 1.02.
Regular Certificates: The Class A Certificates, Class M Certificates and Class SB Certificates.
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, formerly known as the Soldiers' and Sailors' Civil
Relief Act of 1940.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or
similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. As
used herein, the term "REMIC" shall mean REMIC I or REMIC II.
REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation 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, constituting a portion of the primary trust
created hereby and to be administered hereunder, exclusive of the Yield Maintenance Agreement, which are not
assets of any REMIC, 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 Distribution Amount: For any Distribution Date, the Available Distribution Amount shall be
distributed to the REMIC I Regular Interests and the Class R Certificates in the following amounts and priority:
(i) to the extent of the Available Distribution Amount, to REMIC II as the holder of REMIC
I Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (A) their Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(ii) to the extent of the Available Distribution Amount remaining after the distributions
made pursuant to clause (i) above, to REMIC II as the holder of the REMIC I Regular Interests, in an amount equal
to:
(A) in respect of the REMIC I Regular Interests LT2, LT3 and LT4, their respective
Principal Distribution Amounts;
(B) in respect of the REMIC I Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC I Regular Interests LT2, LT3 and LT4,
pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed
made pursuant to (A) above, until their respective Uncertificated Principal Balances are reduced to zero; and
(iii) any remaining amounts to the Holders of the Class R Certificates.
REMIC I Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal
balances of the REMIC I Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC I Regular Interest LT1 after distributions on the
prior Distribution Date.
Y2 = the principal balance of the REMIC I Regular Interest LT2 after distributions on the prior
Distribution Date.
Y3 = the principal balance of the REMIC I Regular Interest LT3 after distributions on the prior
Distribution Date.
Y4 = the principal balance of the REMIC I Regular Interest LT4 after distributions on the prior
Distribution Date (note: Y3 = Y4).
AY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 Principal
Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Certificates on such Distribution Date (including distributions of
accrued and unpaid interest on the Class SB Certificates for prior Distribution Dates).
R0 = the Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts distributed and
Realized Losses allocated on the prior Distribution Date.
R1 = the Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on the first Distribution
Date shall be 0.0001.
a0 = the lesser of (A) the sum for all Classes of Certificates, other than the Class SB
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the REMIC Net WAC
Rate, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii)
the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized
Losses on the prior Distribution Date and (B) R0*P0.
a1 = the lesser of (A) the sum for all Classes of Certificates, other than the Class SB
Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate,
if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date
and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = a{ a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 - a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
REMIC I Realized Losses: Realized Losses on the Mortgage Loans shall be allocated to the REMIC I
Regular Interests as follows: The interest portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among the REMIC I Regular Interests LT1, LT2 and LT4 pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the
amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan and allocated pursuant to the succeeding sentences. The principal
portion of Realized Losses on the Mortgage Loans, if any, shall be allocated first, to the REMIC I Regular
Interests LT2, LT3 and LT4 pro rata according to their respective Principal Reduction Amounts to the extent
thereof in reduction of the Uncertificated Principal Balance of such REMIC I Regular Interests and, second, the
remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular
Interest LT1 in reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular Interests: REMIC I Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II
Regular Interest LT3 and REMIC II Regular Interest LT4.
REMIC I Regular Interest LT1: 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 LT1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC I Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC I Regular Interest LT1 on such Distribution Date.
REMIC I Regular Interest LT2: 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 LT2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC I Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC I Regular Interest LT2 on such Distribution Date.
REMIC I Regular Interest LT3: A regular interest in REMIC II 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 LT3 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC I Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC I Regular Interest LT3 on such Distribution Date.
REMIC I Regular Interest LT4: A regular interest in REMIC II 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 LT4 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC I Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC I Regular Interest LT4 on such Distribution Date.
REMIC II: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Regular Interest SB-PO: A separate non-certificated beneficial ownership interest in REMIC II
issued hereunder and 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 aggregate amount equal to the initial Certificate Principal Balance of the Class SB Certificates as
set forth in the Preliminary Statement hereto.
REMIC II Regular Interest SB-IO: A separate non-certificated beneficial ownership interest in REMIC II
issued hereunder and 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 aggregate amount equal to the interest distributable with respect to the Class SB Certificates
pursuant to the terms and conditions hereof.
REMIC II Regular Interests: REMIC II Regular Interests SB-IO and SB-PO, together with the regular
interests in REMIC II represented by the Class A Certificates and Class M Certificates exclusive of the rights of
such Certificates to payments of Basis Risk Shortfall Amounts and to payments derived from the Yield Maintenance
Agreement.
REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation 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 Provisions: Provisions of the federal income tax law relating to real estate mortgage investment
conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as
the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by the Master Servicer that it has
received substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period, an amount equivalent to
interest (at a rate equal to the Net Mortgage Rate that would have been applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition
thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which proceeds are required to be
deposited into the Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund for the
benefit of the Certificateholders through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been subject to an interest rate
reduction, (b) has been subject to a term extension or (c) has had amounts owing on such Mortgage Loan
capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that
a Mortgage Loan modified in accordance with (a) above for a temporary period shall not be a Reportable Modified
Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the form of which is attached as Exhibit G hereto, or an
electronic request in a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the Stepdown
Date, an amount equal to 3.30% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount equal
to 6.60% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to
distributions made on that Distribution Date and (ii) the Overcollateralization Floor and (c) on or after the
Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from
the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as
written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings
assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating Agency.
Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller
of the Mortgage Loans to the Depositor and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President,
any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee, in
each case with direct responsibility for the administration of this Agreement.
RFC Exemption: As defined in Section 5.02(e)(ii).
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
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.
Seller: With respect to any Mortgage Loan, a Person, including any Subservicer, that executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form
of the seller contract referred to or contained in the Program Guide, or in such other form as has been approved
by the Master Servicer and the Depositor.
Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and
(ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date.
Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred
in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in
the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a cooperative loan, the related
cooperative apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the
MERS(R)System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures
implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08,
3.11, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides
services such as appraisals and brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the
Master Servicer in respect of master servicing compensation that accrues at an annual rate equal to the Servicing
Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the
related Due Period, as may be adjusted pursuant to Section 3.16(e).
Servicing Fee Rate: With respect to any Mortgage Loan, the per annum rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor Master Servicers as provided
in Section 7.02, which rate shall never be greater than the Mortgage Rate of such Mortgage Loan.
Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a
Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the Stated
Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and
other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is
in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee by the Master Servicer on the Closing Date, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date and the Mortgage Loans, the
arithmetic average, for each of the three Distribution Dates ending with such Distribution Date, of the fraction,
expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage Loans that are 60
or more days delinquent in payment of principal and interest for that Distribution Date, including Mortgage Loans
in foreclosure and REO, over (y) the aggregate Stated Principal Balance of all of the Mortgage Loans immediately
preceding that Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or
its successors in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, as of any date of
determination, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan and (b) any amount by
which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification,
minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or
REO Property during each Due Period ending with the Due Period relating to the most recent Distribution Date
which were received or with respect to which an Advance was made, (b) all Principal Prepayments with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the
extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to
such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any Realized Loss incurred with respect to such Mortgage Loan allocated to
Certificateholders with respect thereto for any previous Distribution Date.
Stepdown Date: That Distribution Date which is the earlier to occur of (a) the Distribution Date
immediately succeeding the Distribution Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (b) the later to occur of (i) the Distribution Date in May 2009 and
(ii) the first Distribution Date on which the Senior Enhancement Percentage is equal to or greater than 45.50%.
Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses.
Subordination Percentage: With respect to each Class of Class A Certificates and Class M Certificates,
the respective percentage set forth below.
Subordination
Class Percentage
A 54.50%
M-1 62.30%
M-2 69.50%
M-3 73.70%
M-4 77.50%
M-5 81.10%
M-6 84.50%
M-7 87.80%
M-8 90.80%
M-9 93.40%
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 designated as "SUBSERV FEE" on
the Mortgage Loan Schedule.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of
any REMIC hereunder due to its classification as a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
Telerate Screen Page 3750: As defined in Section 1.02.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(f).
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date on or after the
Stepdown Date if either (a) the related Sixty-Plus Delinquency Percentage, as determined on that Distribution
Date, equals or exceeds 36.26% of the Senior Enhancement Percentage for that Distribution Date or (b) on or after
the Distribution Date in May 2008, the aggregate amount of Realized Losses on the Mortgage Loans as a percentage
of the Cut-Off Date Balance exceeds the applicable amount set forth below:
May 2008 to April 2009: 1.80% with respect to May 2008, plus an additional
1/12th of 2.20% for each month thereafter.
May 2009 to April 2010: 4.00% with respect to May2009, plus an additional 1/12th
of 2.25% for each month thereafter.
May 2010 to April 2011: 6.25% with respect to May 2010, plus an additional
1/12th of 1.75% for each month thereafter.
May 2011 to April 2012: 8.00% with respect to May 2011, plus an additional
1/12th of 0.50% for each month thereafter.
May 2012 and thereafter: 8.50%.
Trustee: As defined in the preamble hereto.
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) the Yield Maintenance Agreement; and (vi) all proceeds of clauses
(i) through (v) 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
among REMIC I Regular Interests LT1, LT2, LT3 and LT4 pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. Uncertificated Accrued Interest on REMIC
II Regular Interest SB-PO shall be zero. Uncertificated Accrued Interest on REMIC II Regular Interest SB-IO for
each Distribution Date shall equal Accrued Certificate Interest for the Class SB Certificates.
Uncertificated Principal Balance: The principal amount of any REMIC I Regular Interest outstanding as of
any date of determination. 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 the initial amount set forth with respect
thereto in the Preliminary Statement as reduced by distributions deemed made in respect thereof pursuant to
Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date and (i) REMIC I Regular
Interests LT1 and LT2, the weighted average of the Net Mortgage Rates of the Mortgage Loans, (ii) REMIC I Regular
Interest LT3, zero (0.00%), and (iii) REMIC I Regular Interest LT4, twice the weighted average of the Net
Mortgage Rates of the Mortgage Loans.
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.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any
Certificate. 98.00% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates and
Class M Certificates, in proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all of the Voting Rights shall be allocated to the Holders of the Class SB Certificates, and
1% of all of the Voting Rights shall be allocated to the Holders of the Class R Certificates; in each case to be
allocated among the Certificates of such Class in accordance with their respective Percentage Interests.
Yield Maintenance Agreement: The confirmation, dated as of the Closing Date, between the Trustee, on
behalf of the Trust Fund, and the Yield Maintenance Agreement Provider, relating to the Class A Certificates and
Class M Certificates or any replacement, substitute, collateral or other arrangement in lieu thereof.
Yield Maintenance Agreement Payment: For any Distribution Date, the payment, if any, due under the
Yield Maintenance Agreement in respect of such Distribution Date.
Yield Maintenance Agreement Provider: Bank of America, N.A. and its successors and assigns or any party
to any replacement, substitute, collateral or other arrangement in lieu thereof.
Yield Maintenance Agreement Shortfall Amount: For any Distribution Date, the amount, if any, by which
the payment on the Class A Certificates and Class M Certificates pursuant to Section 4.02(c) is paid from the
Yield Maintenance Agreement Payment for such Distribution Date pursuant to the provisions thereof or would have
been so paid but for the failure of the Yield Maintenance Agreement Provider to make a payment required under the
Yield Maintenance Agreement.
Yield Maintenance Agreement Shortfall Carry-Forward Amount: For any Distribution Date, the aggregate
Yield Maintenance Agreement Shortfall Amounts for prior Distribution Dates to the extent not reimbursed to the
Class SB Certificates pursuant to Section 4.02(c)(x).
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest
Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or
if such LIBOR Rate Adjustment Date is not a Business Day, then on the next succeeding Business Day, LIBOR shall
be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United
States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR
Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750 on the Bridge
Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as
may replace that page on that service, or if such service is no longer offered, LIBOR shall be so established by
use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after
consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will
be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks
(which shall be any three major banks that are engaged in transactions in the London interbank market, selected
by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate
Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately
equal to the aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Trustee
shall request the principal London office of each of the reference banks to provide a quotation of its rate. If
at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to
the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will
be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee
after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S.
Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be obtained,
the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described
above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third
consecutive Distribution Date, the Trustee, shall select an alternative comparable index (over which the Trustee
has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and
binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with
the results of its determination of LIBOR on such date. Furthermore, the Trustee shall supply to any
Certificateholder so requesting by calling 1-800-934-6802, the Pass-Through Rate on the LIBOR Certificates for
the current and the immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in
respect of the Trust Fund without recourse all the right, title and interest of the Depositor in and to (i) the
Mortgage Loans, including all interest and principal on or with respect to the Mortgage Loans due on or after the
Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date); and (ii) all proceeds of the
foregoing.
(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) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that
the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon
or, 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) Unless the Mortgage Loan is registered on the MERS(R)System, the assignment (which may be included in one
or more blanket assignments if permitted by applicable law) of the Mortgage to the Trustee with evidence of
recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from
the originator to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the
MERS(R)System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or
a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; 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.
The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(ii),
(iii), (iv) and (v) (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)(ii), (iii), (iv) and (v) (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 an Opinion
of Counsel acceptable to the Master Servicer, such recording is not required to protect the Trustee's interests
in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the
Mortgage, as applicable, as the mortgagee of record solely as nominee for Residential Funding and its successors
and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any defect therein,
the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be
delivered to the Trustee or the respective Custodian such Mortgage or Assignment, 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.
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)(ii), (iii), (iv) and (v) 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 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the
Trustee of the Mortgage Loans and the Uncertificated Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the
Mortgage Loans and the Uncertificated Regular Interests by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall
be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's
right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired,
in and to (A) the Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) any Uncertificated Regular Interests and any and all general intangibles,
payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind
or description now existing or hereafter acquired consisting of, arising from or relating to any of the
foregoing, and (D) 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),
(C) and (D) granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items
of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code
and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation,
Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to,
or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, (as applicable) the Trustee for the purpose of perfecting such security interest under applicable
law.
The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and the Uncertificated Regular
Interests and the other property described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of
this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause
to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect
the Trustee's security interest in or lien on the Mortgage Loans and the Uncertificated Regular Interests, as
evidenced by an Officers' Certificate of the Depositor, including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the
Depositor or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a
change in the Trustee's name), (2) any change of location of the place of business or the chief executive office
of Residential Funding or the Depositor, (3) any transfer of any interest of Residential Funding or the Depositor
in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Depositor in any
Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above (except that
for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares that it, or 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 90 days after the Closing Date to ascertain that
all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that
such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have
been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect that
all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that
such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions
listed on Schedule A attached to such Interim Certification. Upon delivery of the 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 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. 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 or Seller of such omission or defect and request
that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master
Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such
omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust
Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such
omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to
Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee or any 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 Subservicer or Seller or
its designee, as the case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. In furtherance of the foregoing and Section 2.04, if the Subservicer or
Seller or Residential Funding that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R)System, the Master Servicer, at its own expense and without any right of reimbursement,
shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage
from MERS to such Subservicer or Seller or Residential Funding and shall cause such Mortgage to be removed from
registration on the MERS(R)System in accordance with MERS' rules and regulations. It is understood and agreed
that the obligation of the Subservicer or Seller, to so cure or purchase any Mortgage Loan as to which a material
and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting
such defect or omission available to Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the
Certificateholders that:
(i) The Master Servicer is a corporation 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;
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with
MERS; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer for each Mortgage Loan
accurately and fully reports its borrower credit files to each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective 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) immediately
prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than
rights to servicing and related compensation) and such conveyance validly transfers ownership of the Mortgage
Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (ii) each Mortgage
Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury 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 any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of
any of the representations and warranties set forth in this Section 2.03(b) 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);
provided, however, that in the event of a breach of the representation and warranty set forth in
Section 2.03(b)(ii), the party discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Depositor shall either (i) cure such
breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and
in the manner set forth in Section 2.02; provided that the Depositor shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, substitution or
repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be
effected by the Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the Depositor to cure such breach or to
so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of
the Certificateholders. Notwithstanding the foregoing, the Depositor shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the
Trustee for the benefit of the Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan as and to the extent set forth in the Assignment Agreement.
Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding in
respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and
the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Trustee or any 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 (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall
promptly notify Residential Funding of such breach or Repurchase Event and request that Residential Funding
either (i) cure such breach or Repurchase Event in all material respects within 90 days from the date the Master
Servicer was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund
at the Purchase Price and in the manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of
any of such representations and warranties set forth in the Assignment Agreement in respect of any Mortgage Loan
which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement). The Master Servicer shall promptly notify Residential Funding of such breach of a
representation or warranty set forth in the Assignment Agreement and request that Residential Funding either (i)
cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund within 90 days of the date of such written notice
of such breach at the Purchase Price and in the manner set forth in Section 2.02; provided that Residential
Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date; provided that if the breach would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was discovered. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant
to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xlvii) of
Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund,
concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any
liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that
directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such
payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee
for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the
original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents
and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments
due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the
Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding
on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders
will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan
or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and
the related Subservicing Agreement in all respects, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage Loan (other than those of a
statistical nature) contained in the Assignment Agreement as of the date of substitution, and the covenants,
representations and warranties set forth in this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate
Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall deposit or cause the related Seller
to deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any
reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which
notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to
Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
It is understood and agreed that the obligation of Residential Funding to cure such breach or purchase
(and in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing and to make any additional payments required under the Assignment Agreement in
connection with a breach of the representation and warranty in clause (xlvii) 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 Trustee's 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-I Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund, 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 Regular Certificates and
Component II of the Class R 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 Regular Certificates and Component II of the Class R Certificates. The
interests evidenced by Component II of the Class R Certificates, together with the Regular Certificates,
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;
(c) to engage in those activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such other activities as may be
required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of
Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this
Section 2.06 may not be amended, without the consent of the Certificateholders evidencing a majority of the
aggregate Voting Rights of the Certificates.
Section 2.07. Agreement Regarding Ability to Disclose.
The Depositor, the Master Servicer and the Trustee hereby agree that, notwithstanding any other express
or implied agreement to the contrary, any and all Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph, the terms "tax," "tax treatment," "tax structure,"
and "tax benefit" are defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans, following such procedures as it would employ in its good faith
business judgment and which are normal and usual in its general mortgage servicing activities, and shall have
full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all
things which it may deem necessary or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is
hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment
of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution
or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related
insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is
appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee
and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R)System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R)
System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall
be reimbursable to the Master Servicer as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of
the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney or
other documents. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to
the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in respect thereof.
If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Mortgage Loan on the
related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to
the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-off
Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less
than the original debt-to-income ratio as set forth on the Mortgage Loan Schedule; provided, however, that in no
instance shall the resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such Mortgage Loan
be higher than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher
than the Combined Loan-to-Value Ratio prior to such refinancing; provided, however, if such refinanced mortgage
loan is a "rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing),
the Combined Loan-to-Value Ratio may increase to the extent of either (x) the reasonable closing costs of such
refinancing or (y) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in good
standing as defined by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate existing senior lien, the
maximum interest rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the
interest rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien
immediately prior to the date of such refinancing; provided, however (A) if the loan evidencing the existing
senior lien prior to the date of refinancing has an adjustable rate and the loan evidencing the refinanced senior
lien has a fixed rate, then the current interest rate on the loan evidencing the refinanced senior lien may be up
to 2.0% higher than the then-current loan rate of the loan evidencing the existing senior lien and (B) if the
loan evidencing the existing senior lien prior to the date of refinancing has a fixed rate and the loan
evidencing the refinanced senior lien has an adjustable rate, then the maximum interest rate on the loan
evidencing the refinanced senior lien shall be less than or equal to (x) the interest rate on the loan evidencing
the existing senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not subject to negative
amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing standards set forth herein, take
whatever actions as may be necessary to file a claim under or enforce or allow the Trustee to file a claim under
or enforce any title insurance policy with respect to any Mortgage Loan including, without limitation, joining in
or causing any Seller or Subservicer (or any other party in possession of any title insurance policy) to join in
any claims process, negotiations, actions or proceedings necessary to make a claim under or enforce any title
insurance policy. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not
(unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the
Master Servicer, reasonably foreseeable) make or permit any modification, waiver, or amendment of any term of any
Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of
the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) (other than in connection
with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC under
the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date
under the REMIC Provisions.
(c) In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate
of the Master Servicer (i) may perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be entitled to reasonable compensation
therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain
credit information in the form of a "credit score" from a Credit Repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes
and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with the offering of
pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by
the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter
be an obligation of the Master Servicer hereunder.
(f) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor
under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(g) The Master Servicer shall comply with the terms of Section 9 of the Assignment Agreement.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding
and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each
Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another
entity that engages in the business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and in either case shall be a Xxxxxxx Mac, Xxxxxx Xxx
or HUD approved mortgage servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain,
as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments
of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of
interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by
the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on
behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are
generally required by, permitted by or consistent with the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer,
a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain
obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the
Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion
of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any
such amendments or different forms shall be consistent with and not violate the provisions of either this
Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the
Certificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master
Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit
files to each of the Credit Repositories in a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer
under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent
that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation,
as described in Section 2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general mortgage servicing activities.
The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of
clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of
the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a
Seller's obligations and are reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in
accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of
this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or
enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related
Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master
Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use
reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made
by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption
by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee, and
Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Depositor and to the same extent and
under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer or Seller for
indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be
between the Subservicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in
any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the master servicer (including by
reason of an Event of Default), the Trustee, as successor Master Servicer, its designee or its successor shall
thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party
to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations
under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage
Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures
as it would employ in its good faith business judgment and which are normal and usual in its general mortgage
servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (subject to the
terms and conditions of the Assignment Agreement) (i) waive any late payment charge or any prepayment charge or
penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments
due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the Master Servicer shall
first determine that any such waiver or extension will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the related Mortgage. Notwithstanding anything in this
Section to the contrary, the Master Servicer or any Subservicer shall not enforce any prepayment charge to the
extent that such enforcement would violate any applicable law. In the event of any such arrangement, the Master
Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with
the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however,
that no such extension shall be made if any advance would be a Nonrecoverable Advance. Consistent with the terms
of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in
the Master Servicer's determination such waiver, modification, postponement or indulgence is not materially
adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might
result absent such action), provided, however, that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the
Mortgage Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the
related Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), capitalize any amounts owing on the Mortgage Loan by adding
such amount to the outstanding principal balance of the Mortgage Loan, or extend the final maturity date of such
Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, such default
is reasonably foreseeable. No such modification shall reduce the Mortgage Rate on a Mortgage Loan below the
greater of (A) one-half of the Mortgage Rate as in effect on the Cut-off Date and (B) one-half of the Mortgage
Rate as in effect on the date of such modification, but not less than the sum of the Servicing Fee Rate and the
per annum rate at which the Subservicing Fee accrues. The final maturity date for any Mortgage Loan shall not be
extended beyond the Maturity Date. Also, the aggregate principal balance of all Reportable Modified Mortgage
Loans subject to Servicing Modifications (measured at the time of the Servicing Modification and after giving
effect to any Servicing Modification) can be no more than five percent of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date, provided, that such limit may be increased from time to time if each
Rating Agency provides written confirmation that an increase in excess of that limit will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating Agency. In addition, any amounts owing
on a Mortgage Loan added to the outstanding principal balance of such Mortgage Loan must be fully amortized over
the term of such Mortgage Loan, and such amounts may be added to the outstanding principal balance of a Mortgage
Loan only once during the life of such Mortgage Loan. Also, the addition of such amounts described in the
preceding sentence shall be implemented in accordance with the Program Guide and may be implemented only by
Subservicers that have been approved by the Master Servicer for such purposes. In connection with any
Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be re-amortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the remaining principal balance thereof by the
original maturity date based on the original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall
deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than in respect of Monthly Payments due before or in the month of the
Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage
Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with
an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the
interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 (including
amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement
in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty
set forth in clause (xlvii) 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
and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the
Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized
Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial
Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next following the date of such investment
(with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior
to their maturities. All income and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out
of its own funds immediately as realized.
(d) The Master Servicer shall give written notice to the Trustee and the Depositor of any change in the
location of the Custodial Account and the location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an
Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to
the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement.
If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the nature of late charges or assumption fees, or payments or
collections received in the nature of prepayment charges to the extent that the Subservicer is entitled to retain
such amounts pursuant to the Subservicing Agreement. On or before the date specified in the Program Guide, but
in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in
the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement,
to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal
and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the
first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage
Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any
Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage
Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit
of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account
shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as
is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of
taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable
items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant
to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to
Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not
timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent
that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the
Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents
and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations
of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall
permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a
charge reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances
or other expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on
the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds
and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent
(A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances
or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections
3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of
the Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at a rate per annum equal to the Net Mortgage Rate (or Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule
of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which
such interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds
and other property deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to
Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Depositor or any other appropriate
Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has
been purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to Certificateholders as of the date on which the related Stated
Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner
and to the extent provided in subsection (c) below, and any Advance or Servicing Advance made in connection with
a modified Mortgage Loan that is in default or, in the judgment of the Master Servicer, default is reasonably
foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance or Servicing Advance was added
to the Stated Principal Balance of the Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor
pursuant to Section 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller (other than the Depositor or an Affiliate of
the Depositor) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; 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 fire insurance with extended
coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan (together
with the principal balance of any mortgage loan secured by a lien that is senior to the Mortgage Loan) or 100% of
the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do
so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that
does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also
cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage
Loan, fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the
Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions
to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments
by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10.
It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor
or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available)
to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the
amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and
(ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood
and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the
event that there shall not have been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such
policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in the month following the month in which payments under
any such policy would have been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the
coverage that would be required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Xxxxxx Mae or Xxxxxxx
MAC. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if
any, of the Program Guide and acceptable to the Depositor. Coverage of the Master Servicer under a policy or
bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b)
shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent
that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this
Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from
preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will
bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage
which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the
requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or
the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements
shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan
under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any
REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall
execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the
Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the
assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with
respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage
Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under
any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D)
no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will
the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be
released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified
to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the
Master Servicer's or 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 other
similar matters if it has determined, exercising its good faith business judgment in the same manner as it would
if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability
of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not
fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC
created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for
processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer
shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master
Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M,
in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the
Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan
following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the
annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to
such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related
Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on
such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with
respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan,
which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting
a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property),
(ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In
connection with such foreclosure or other conversion or action, the Master Servicer shall, consistent with
Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide;
provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting
in connection with any such foreclosure or other conversion or action in a manner that is consistent with the
provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or
incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage loan, or towards the restoration
of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds
of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to
itself for such expenses or charges and (ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes
of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of
such a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be
entitled to reimbursement of its funds so expended pursuant to Section 3.10. In addition, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the Master Servicer determines in its
reasonable discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage
LOAN. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial
Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the
definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any 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 as soon as practicable, giving due consideration to the interests of the Certificateholders,
but in all cases, within three full years after the taxable year of its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state
(including any state in which such property is located) law to maintain the status of each REMIC created
hereunder as a REMIC under applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension of such grace period unless the
Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F
of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC (for federal (or any applicable
State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject any REMIC created hereunder to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following
order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate
in the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution
Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on
the Mortgage Loan (or REO Property); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and
the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which
result from the foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States
Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together,
"foreclosure") in respect of such Mortgage Loan, the Master Servicer shall cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of 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 the form attached
hereto as Exhibit G, or, in the case of a Custodian, an electronic request in a form acceptable to the Custodian,
requesting delivery to it of the 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 the form attached as Exhibit G hereto, or, in the case of a Custodian, an electronic request in
a form acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the
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 therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the 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; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a
Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO
Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation
or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon
(including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom
and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees, late payment charges, investment
income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the
Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. Prepayment
charges shall be deposited into the Certificate Account and shall be paid on each Distribution Date to the
holders of the Class SB Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees
and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part
except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer
shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by the amount of Compensating Interest (if any) for such Distribution Date used
to cover Prepayment Interest Shortfalls as provided in Section 3.16(f) below. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is
entitled pursuant to Section 3.10(a)(iii); and second, to any income or gain realized from any investment of
funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant
to Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master Servicer shall not withdraw
from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii) and shall not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(c).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the Mortgage Loans will be
covered first, by the Master Servicer, but only to the extent such Prepayment Interest Shortfalls do not exceed
Eligible Master Servicing Compensation.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after it receives a written request from the Trustee or the Depositor, the
Master Servicer shall forward to the Trustee and the Depositor a statement, certified by a Servicing Officer,
setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it
relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in
or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified
in Section 3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.
The Master Servicer shall deliver to the Depositor and the Trustee on or before the earlier of (a) March
31 of each year or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the
date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, (i) a servicing assessment as described in Section 4.03(f)(ii) and (ii)
a servicer compliance statement, signed by an authorized officer of the Master Servicer, as described in Items
1122(a), 1122(b) and 1123 of Regulation AB, to the effect that:
(A) A review of the Master Servicer's activities during the reporting period and of its
performance under this Agreement has been made under such officer's supervision.
(B) To the best of such officer's knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement in all material respects throughout the reporting period
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.
The Master Servicer shall use commercially reasonable efforts to obtain from all other parties
participating in the servicing function any additional certifications required under Item 1123 of Regulation AB
to the extent required to be included in a Report on Form 10-K; provided, however, that a failure to obtain such
certifications shall not be a breach of the Master Servicer's duties hereunder if any such party fails to deliver
such a certification.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during
which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the date on which the annual report is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be members of the American Institute of
Certified Public Accountants, to furnish to the Depositor and the Trustee the attestation required under Item
1122(b) of Regulation AB. In rendering such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent
public accountants substantially in accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal
business hours access to all records maintained by the Master Servicer in respect of its rights and obligations
hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Depositor with its most recent financial statements and such other information
as the Master Servicer possesses regarding its business, affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but
not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from
any Person or Persons identified by the Depositor or Residential Funding. The Depositor may enforce the
obligation of the Master Servicer hereunder and may, but it is not obligated to, perform or cause a designee to
perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue
of such performance by the Depositor or its designee. Neither the Depositor nor the Trustee shall have the
responsibility or liability for any action or failure to act by the Master Servicer and are not obligated to
supervise the performance of the Master Servicer under this Agreement or otherwise.
Section 3.21. [Reserved].
Section 3.22. Advance Facility.
(a) The Master Servicer is hereby authorized to enter into a financing or other facility (any such
arrangement, an "Advance Facility") under which (1) the Master Servicer sells, assigns or pledges to another
Person (an "Advancing Person") the Master Servicer's rights under this Agreement to be reimbursed for any
Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or
Servicing Advances required to be made by the Master Servicer pursuant to this Agreement. No consent of the
Depositor, the Trustee, the Certificateholders or any other party shall be required before the Master Servicer
may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an
Advancing Person agrees to fund Advances and/or Servicing Advances on the Master Servicer's behalf, the Master
Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to
and as required by this Agreement. If the Master Servicer enters into an Advance Facility, and for so long as an
Advancing Person remains entitled to receive reimbursement for any Advances including Nonrecoverable Advances
("Advance Reimbursement Amounts") and/or Servicing Advances including Nonrecoverable Advances ("Servicing Advance
Reimbursement Amounts" and together with Advance Reimbursement Amounts, "Reimbursement Amounts") (in each case to
the extent such type of Reimbursement Amount is included in the Advance Facility), as applicable, pursuant to
this Agreement, then the Master Servicer shall identify such Reimbursement Amounts consistent with the
reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and remit such Reimbursement Amounts in
accordance with this Section 3.22 or otherwise in accordance with the documentation establishing the Advance
Facility to such Advancing Person or to a trustee, agent or custodian (an "Advance Facility Trustee") designated
by such Advancing Person in an Advance Facility Notice described below in Section 3.22(b). Notwithstanding the
foregoing, if so required pursuant to the terms of the Advance Facility, the Master Servicer may direct, and if
so directed in writing, the Trustee is hereby authorized to and shall pay to the Advance Facility Trustee the
Reimbursement Amounts identified pursuant to the preceding sentence. An Advancing Person whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Subservicer pursuant to Section 3.02(a) or 6.02(c) hereof and shall not
be deemed to be a Subservicer under this Agreement. Notwithstanding anything to the contrary herein, in no event
shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in the Available
Distribution Amount or distributed to Certificateholders.
(b) If the Master Servicer enters into an Advance Facility and makes the election set forth in
Section 3.22(a), the Master Servicer and the related Advancing Person shall deliver to the Trustee a written
notice and payment instruction (an "Advance Facility Notice"), providing the Trustee with written payment
instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts
(each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent
Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed
to the Advancing Person or to an Advance Facility Trustee designated in the Advance Facility Notice. An Advance
Facility Notice may only be terminated by the joint written direction of the Master Servicer and the related
Advancing Person (and any related Advance Facility Trustee).
(c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Master Servicer would be permitted to reimburse
itself in accordance with Section 3.10(a)(ii) and (vii) hereof, assuming the Master Servicer or the Advancing
Person had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, except with
respect to reimbursement of Nonrecoverable Advances as set forth in Section 3.10(c) of this Agreement, no Person
shall be entitled to reimbursement from funds held in the Collection Account for future distribution to
Certificateholders pursuant to this Agreement. Neither the Depositor nor the Trustee shall have any duty or
liability with respect to the calculation of any Reimbursement Amount, nor shall the Depositor or the Trustee
have any responsibility to track or monitor the administration of the Advance Facility and the Depositor shall
not have any responsibility to track, monitor or verify the payment of Reimbursement Amounts to the related
Advancing Person or Advance Facility Trustee. The Master Servicer shall maintain and provide to any successor
master servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, sold, pledged or
assigned to, and reimbursed to any Advancing Person. The successor master servicer shall be entitled to rely on
any such information provided by the Master Servicer, and the successor master servicer shall not be liable for
any errors in such information.
(d) Upon the direction of and at the expense of the Master Servicer, the Trustee agrees to execute
such acknowledgments, certificates, and other documents reasonably satisfactory to the Trustee provided by the
Master Servicer and reasonably satisfactory to the Trustee recognizing the interests of any Advancing Person or
Advance Facility Trustee in such Reimbursement Amounts as the Master Servicer may cause to be made subject to
Advance Facilities pursuant to this Section 3.22, and such other documents in connection with such Advance
Facility as may be reasonably requested from time to time by any Advancing Person or Advance Facility Trustee and
reasonably satisfactory to the Trustee.
(e) Reimbursement Amounts collected with respect to each Mortgage Loan shall be allocated to
outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage
Loan on a "first-in, first out" ("FIFO") basis, subject to the qualifications set forth below:
(i) Any successor Master Servicer to Residential Funding (a "Successor Master Servicer") and the
Advancing Person or Advance Facility Trustee shall be required to apply all amounts available in accordance with
this Section 3.22(e) to the reimbursement of Advances and Servicing Advances in the manner provided for herein;
provided, however, that after the succession of a Successor Master Servicer, (A) to the extent that any Advances
or Servicing Advances with respect to any particular Mortgage Loan are reimbursed from payments or recoveries, if
any, from the related Mortgagor, and Liquidation Proceeds or Insurance Proceeds, if any, with respect to that
Mortgage Loan, reimbursement shall be made, first, to the Advancing Person or Advance Facility Trustee in respect
of Advances and/or Servicing Advances related to that Mortgage Loan to the extent of the interest of the
Advancing Person or Advance Facility Trustee in such Advances and/or Servicing Advances, second to the Master
Servicer in respect of Advances and/or Servicing Advances related to that Mortgage Loan in excess of those in
which the Advancing Person or Advance Facility Trustee Person has an interest, and third, to the Successor Master
Servicer in respect of any other Advances and/or Servicing Advances related to that Mortgage Loan, from such
sources as and when collected, and (B) reimbursements of Advances and Servicing Advances that are Nonrecoverable
Advances shall be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand, and any
such Successor Master Servicer, on the other hand, on the basis of the respective aggregate outstanding
unreimbursed Advances and Servicing Advances that are Nonrecoverable Advances owed to the Advancing Person,
Advance Facility Trustee or Master Servicer pursuant to this Agreement, on the one hand, and any such Successor
Master Servicer, on the other hand, and without regard to the date on which any such Advances or Servicing
Advances shall have been made. In the event that, as a result of the FIFO allocation made pursuant to this
Section 3.22(e), some or all of a Reimbursement Amount paid to the Advancing Person or Advance Facility Trustee
relates to Advances or Servicing Advances that were made by a Person other than Residential Funding or the
Advancing Person or Advance Facility Trustee, then the Advancing Person or Advance Facility Trustee shall be
required to remit any portion of such Reimbursement Amount to the Person entitled to such portion of such
Reimbursement Amount. Without limiting the generality of the foregoing, Residential Funding shall remain
entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing
Advances funded by Residential Funding to the extent the related Reimbursement Amount(s) have not been assigned
or pledged to an Advancing Person or Advance Facility Trustee. The documentation establishing any Advance
Facility shall require Residential Funding to provide to the related Advancing Person or Advance Facility Trustee
loan by loan information with respect to each Reimbursement Amount distributed to such Advancing Person or
Advance Facility Trustee on each date of remittance thereof to such Advancing Person or Advance Facility Trustee,
to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement
Amount with respect to each Mortgage Loan.
(ii) By way of illustration, and not by way of limiting the generality of the foregoing, if the
Master Servicer resigns or is terminated at a time when the Master Servicer is a party to an Advance Facility,
and is replaced by a Successor Master Servicer, and the Successor Master Servicer directly funds Advances or
Servicing Advances with respect to a Mortgage Loan and does not assign or pledge the related Reimbursement
Amounts to the related Advancing Person or Advance Facility Trustee, then all payments and recoveries received
from the related Mortgagor or received in the form of Liquidation Proceeds with respect to such Mortgage Loan
(including Insurance Proceeds collected in connection with a liquidation of such Mortgage Loan) will be allocated
first to the Advancing Person or Advance Facility Trustee until the related Reimbursement Amounts attributable to
such Mortgage Loan that are owed to the Master Servicer and the Advancing Person, which were made prior to any
Advances or Servicing Advances made by the Successor Master Servicer, have been reimbursed in full, at which
point the Successor Master Servicer shall be entitled to retain all related Reimbursement Amounts subsequently
collected with respect to that Mortgage Loan pursuant to Section 3.10 of this Agreement. To the extent that the
Advances or Servicing Advances are Nonrecoverable Advances to be reimbursed on an aggregate basis pursuant to
Section 3.10 of this Agreement, the reimbursement paid in this manner will be made pro rata to the Advancing
Person or Advance Facility Trustee, on the one hand, and the Successor Master Servicer, on the other hand, as
described in clause (i)(B) above.
(f) The Master Servicer shall remain entitled to be reimbursed for all Advances and Servicing
Advances funded by the Master Servicer to the extent the related rights to be reimbursed therefor have not been
sold, assigned or pledged to an Advancing Person.
(g) Any amendment to this Section 3.22 or to any other provision of this Agreement that may be
necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.22,
including amendments to add provisions relating to a successor master servicer, may be entered into by the
Trustee, the Depositor and the Master Servicer without the consent of any Certificateholder, with written
confirmation from each Rating Agency that the amendment will not result in the reduction of the ratings on any
class of the Certificates below the lesser of the then current or original ratings on such Certificates and
delivery of an Opinion of Counsel as required under Section 11.01(c), notwithstanding anything to the contrary in
Section 11.01 of or elsewhere in this Agreement.
(h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor, any Successor Master
Servicer or any other Person might otherwise have against the Master Servicer under this Agreement shall not
attach to any rights to be reimbursed for Advances or Servicing Advances that have been sold, transferred,
pledged, conveyed or assigned to any Advancing Person.
(i) At any time when an Advancing Person shall have ceased funding Advances and/or Servicing
Advances (as the case may be) and the Advancing Person or related Advance Facility Trustee shall have received
Reimbursement Amounts sufficient in the aggregate to reimburse all Advances and/or Servicing Advances (as the
case may be) the right to reimbursement for which were assigned to the Advancing Person, then upon the delivery
of a written notice signed by the Advancing Person and the Master Servicer or its successor or assign) to the
Trustee terminating the Advance Facility Notice (the "Notice of Facility Termination"), the Master Servicer or
its Successor Master Servicer shall again be entitled to withdraw and retain the related Reimbursement Amounts
from the Custodial Account pursuant to Section 3.10.
(j) After delivery of any Advance Facility Notice, and until any such Advance Facility Notice has
been terminated by a Notice of Facility Termination, this Section 3.22 may not be amended or otherwise modified
without the prior written consent of the related Advancing Person.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in
which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to
the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in
the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant
to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) [Reserved].
(c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution Date next following the date of such investment (except
that (i) if such Permitted Investment is an obligation of the institution that maintains such account or fund for
which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date,
pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold
or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit
of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and
distribute the Available Distribution Amount, if any, for such date to the interests issued in respect of REMIC I
and REMIC II as specified in this Section.
(b) (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to
REMIC II on account of the REMIC I Regular Interests and to the Holders of the Class R Certificates in the
amounts and with the priorities set forth in the definition thereof.
(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, in each case to the
extent of the Available Distribution Amount on deposit in the Certificate Account (except, with respect to
clauses (iii) through (x) below, to the extent of the remaining Available Distribution Amount plus the remaining
Yield Maintenance Agreement Payment available for that purpose or, with respect to clause (x)(B) below, to the
extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A Certificates
with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i) but
remaining unpaid from any prior Distribution Date being paid from and in reduction of the Available Distribution
Amount for such Distribution Date;
(ii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the Accrued Certificate Interest payable on the Class M Certificates
with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (ii) but
remaining unpaid from any prior Distribution Date, sequentially, to the Class M-1 Certificateholders, Class M-2
Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders, Class M-5 Certificateholders,
Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders and Class M-9
Certificateholders, in that order, being paid from and in reduction of the Available Distribution Amount for such
Distribution Date;
(iii) [reserved];
(iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the
Certificate Principal Balance of the applicable Certificates in each case to the extent of the remaining
Principal Distribution Amount:
(A) first, the Class A Principal Distribution Amount shall be distributed,
sequentially, to the Class A-1 Certificateholders, Class A-2 Certificateholders and Class A-3
Certificateholders, in that order, in each case until the aggregate Certificate Principal
Balance thereof is reduced to zero;
(B) second, to the Class M-1 Certificateholders, the Class M-1 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-1 Certificates has
been reduced to zero;
(C) third, to the Class M-2 Certificateholders, the Class M-2 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has
been reduced to zero;
(D) fourth, to the Class M-3 Certificateholders, the Class M-3 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has
been reduced to zero;
(E) fifth, to the Class M-4 Certificateholders, the Class M-4 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-4 Certificates has
been reduced to zero;
(F) sixth, to the Class M-5 Certificateholders, the Class M-5 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-5 Certificates has
been reduced to zero;
(G) seventh, to the Class M-6 Certificateholders, the Class M-6 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-6 Certificates has
been reduced to zero;
(H) eighth, to the Class M-7 Certificateholders, the Class M-7 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-7 Certificates has
been reduced to zero;
(I) ninth, to the Class M-8 Certificateholders, the Class M-8 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-8 Certificates has
been reduced to zero; and
(J) tenth, to the Class M-9 Certificateholders, the Class M-9 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-9 Certificates has
been reduced to zero;
(v) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest
Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Prepayment Interest
Shortfalls allocated thereto to the extent not offset by Eligible Master Servicing Compensation on such
Distribution Date;
(vi) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest
Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with interest
thereon at the Pass-Through Rate, on a pro rata basis based on unpaid Prepayment Interest Shortfalls previously
allocated thereto;
(vii) first, to the Class A Certificateholders, the amount of any unpaid Basis Risk Shortfalls allocated
thereto, on a pro rata basis based on the amount of unpaid Basis Risk Shortfalls allocated thereto, and then,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificateholders, in that order, the related Basis Risk Shortfall, as applicable, for such Class and
that Distribution Date;
(viii) to the Class A Certificateholders and Class M Certificateholders, Relief Act Shortfalls allocated
thereto for such Distribution Date, on a pro rata basis based on Relief Act Shortfalls allocated thereto for such
Distribution Date,
(ix) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, on a pro rata basis based on their respective
principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed,
and then, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificateholders, in that order, the principal portion of any Realized Losses previously
allocated to such Class and remaining unreimbursed;
(x) 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, (III) the amount of any Yield Maintenance
Agreement Shortfall Amount for such Distribution Date, (IV) the amount of any Yield Maintenance Agreement
Shortfall Carry-Forward Amount for such Distribution Date and (V) 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
(xi) to the Class R Certificateholders, the balance, if any, of the Excess Cash Flow.
(d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a
Class of Class A Certificates or Class M Certificates to zero, such Class of Certificates will not be entitled to
further distributions pursuant to Section 4.02.
(e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be
responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None
of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates will be made on a Distribution Date, the Master Servicer
shall, no later than 40 days' prior to such Distribution Date, notify the Trustee and the Trustee shall, not
earlier than the 15th day and not later than the 25th day of the month preceding such Distribution Date,
distribute, or cause to be distributed, on such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates
will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the
office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates
from and after the end of the prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the
Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account and with respect to each
Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall forward by mail or
otherwise make available electronically on its website (which may be obtained by any Certificateholder by
telephoning the Trustee at (000) 000-0000) to each Holder and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to the extent applicable:
(i) the applicable Record Date, Determination Date and Distribution Date, and the date on which the
applicable Interest Accrual Period commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment
amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the Master Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving such fees or
expenses; (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;
(v) the amount of such distribution to Holders of such Class of Certificates allocable to interest
(including amounts payable as a portion of the Excess Cash Flow);
(vi) 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;
(vii) the Certificate Principal Balance of each Class of the 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;
(viii) the Certificate Principal Balance of each Class of Class A Certificates as of the Closing Date;
(ix) the Certificate Principal Balance of each Class of Class M Certificates as of the Closing Date;
(x) the number and Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date and the number of Mortgage Loans at the beginning and end of the related Due
Period;
(xi) on the basis of the most recent reports furnished to it by Subservicers, (A) the number and Stated
Principal Balances of Mortgage Loans 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 Mortgage Loans 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 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 amount, if any, of the Yield Maintenance Agreement Payment for such Distribution Date and any
shortfall in amounts previously required to be paid under the Yield Maintenance Agreement for prior Distribution
Dates;
(xvi) the number, aggregate principal balance and Stated Principal Balance of any REO Properties with respect
to the Mortgage Loans;
(xvii) 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;
(xviii) the aggregate amount of Realized Losses with respect to the Mortgage Loans for such Distribution Date
and the aggregate amount of Realized Losses with respect to the Mortgage Loans incurred since the Cut-off Date;
(xix) the Pass-Through Rate on each Class of Certificates and the Net WAC Cap Rate;
(xx) the Basis Risk Shortfalls and Prepayment Interest Shortfalls;
(xxi) the Overcollateralization Amount and the Required Overcollateralization Amount following such
Distribution Date;
(xxii) the number and aggregate principal balance of the Mortgage Loans repurchased under Section 4.07;
(xxiii) the aggregate amount of any recoveries with respect to the Mortgage Loans on previously foreclosed
loans from Residential Funding;
(xxiv) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date;
(xxv) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date;
(xxvi) the occurrence of the Stepdown Date; and
(xxvii) the amount, if any, required to be paid under any Derivative Contract entered into pursuant to Section
4.09 hereof.
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided
to the Trustee as set forth in this Section 4.03(a), the Master Servicer shall provide to any manager of a trust
fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the
request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified
Mortgage Loans substantially in the form attached hereto as Exhibit U to such Rating Agency within a reasonable
period of time; provided, however, that the Master Servicer shall not be required to provide such information
more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after 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 Person who at any time during the calendar year was the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set forth in clauses (iv) and (v) of
subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was
a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements
of the Code.
(c) Within a reasonable period of time after 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 Person who at any time during the calendar year was the Holder of a Class R Certificate, a
statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated
for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R
Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably
practicable, shall provide the requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause
to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange
Act, and the rules and regulations of the Commission thereunder, including without limitation, reports on Form
10-K, Form 10-D and Form 8-K. In connection with the preparation and filing of such periodic reports, the Trustee
shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents
relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that
are received by a Responsible Officer of the Trustee, (III) notice of all matters that, to the actual knowledge
of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than
those matters that have been submitted to a vote of the Certificateholders at the request of the Depositor or the
Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders
as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with
respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or
relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master
Servicer's own negligence or willful misconduct.
(f) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include, with respect
to the Certificates relating to such 10-K:
(i) A certification, signed by the senior officer in charge of the servicing functions of the Master
Servicer, in the form attached as Exhibit T-1 hereto or such other form as may be required or permitted by the
Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and
any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year with all applicable
servicing criteria set forth in relevant Commission regulations with respect to mortgage-backed securities
transactions taken as a whole involving the Master Servicer that are backed by the same types of assets as those
backing the certificates, as well as similar reports on assessment of compliance received from other parties
participating in the servicing function as required by relevant Commission regulations, as described in Item
1122(a) of Regulation AB. The Master Servicer shall obtain from all other parties participating in the servicing
function any required assessments.
(iii) With respect to each assessment report described immediately above, a report by a registered public
accounting firm that attests to, and reports on, the assessment made by the asserting party, as set forth in
relevant Commission regulations, as described in Regulation 1122(b) of Regulation AB and Section 3.19.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.18.
(g) In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit T-2.
(h) This Section 4.03 may be amended in accordance with this Agreement without the consent of the
Certificateholders.
(i) The Trustee shall make available on the Trustee's internet website each of the reports filed with the
Commission by or on behalf of the Depositor under the Exchange Act, as soon as reasonably practicable upon
delivery of such report to the Trustee.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master
Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the
Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to
Certificateholders by the Master Servicer on request) (provided that the Master Servicer shall use its best
efforts to deliver such written statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Available Distribution Amount, (ii) the amounts required to
be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amount of Prepayment
Interest Shortfalls and Basis Risk Shortfalls, (iv) the Yield Maintenance Agreement Payment, if any, for such
Distribution Date and (v) the amount, if any, payable to the Trustee by a Derivative Counterparty. The
determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively
deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall
either (i) remit to the Trustee for deposit in the Certificate Account from its own funds, or funds received
therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of
the related Distribution Date, which shall be in an aggregate amount equal to the sum of (A) the aggregate amount
of Monthly Payments other than Balloon Payments (with each interest portion thereof adjusted to a per annum rate
equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions
or Relief Act Shortfalls, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period,
which Monthly Payments were due during the related Due Period and not received as of the close of business as of
the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance
and (B) with respect to each Balloon Loan delinquent in respect of its Balloon Payment as of the close of
business on the related Determination Date, an amount equal to the assumed Monthly Payment (with each interest
portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate) that would have been due on the
related Due Date based on the original amortization schedule for such Balloon Loan until such Balloon Loan is
finally liquidated, over any payments of interest or principal (with each interest portion thereof adjusted to a
per annum rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close of business on
the related Determination Date and allocable to the Due Date during the related Due Period for each month until
such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit in the Custodial Account and remit
to the Trustee for deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution
in discharge of any such Advance, or (iii) make advances in the form of any combination of clauses (i) and (ii)
aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on
any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit
Date shall be less than payments to Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b)
that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made
by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer that it has made
a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall
be evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event
that the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it
will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such
notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer
shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume
the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the
Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee
shall deposit all funds it receives pursuant to this Section 4.04(b) into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash Liquidation, Servicing Modifications, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a
Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due in the month in which such Distribution Date
OCCURS. The amount of each Realized Loss shall be evidenced by an Officers' Certificate.
(b) All Realized Losses on the Mortgage Loans shall be allocated as follows:
(i) first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02;
(ii) second, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero;
(iii) third, to the Class M-9 Certificates, until the aggregate Certificate Principal Balance thereof has been
reduced to zero;
(iv) fourth, to the Class M-8 Certificates, until the aggregate Certificate Principal Balance thereof has
been reduced to zero;
(v) fifth, to the Class M-7 Certificates, until the aggregate Certificate Principal Balance thereof has been
reduced to zero;
(vi) sixth, to the Class M-6 Certificates, until the aggregate Certificate Principal Balance thereof has been
reduced to zero;
(vii) seventh, to the Class M-5 Certificates, until the aggregate Certificate Principal Balance thereof has
been reduced to zero;
(viii) eighth, to the Class M-4 Certificates, until the aggregate Certificate Principal Balance thereof has
been reduced to zero;
(ix) ninth, to the Class M-3 Certificates, until the aggregate Certificate Principal Balance thereof has been
reduced to zero;
(x) tenth, to the Class M-2 Certificates, until the aggregate Certificate Principal Balance thereof has been
reduced to zero;
(xi) eleventh, to the Class M-1 Certificates, until the aggregate Certificate Principal Balance thereof has
been reduced to zero; and
(xii) twelfth, to the Class A-1, Class A-2 and Class A-3 Certificates on a pro rata basis, based on their then
outstanding Certificate Principal Balances prior to giving effect to distributions to
be made on such Distribution Date, until the aggregate Certificate Principal Balance of
each such Class has been reduced to zero.
(c) An allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of
Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such
Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect
to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable on such Distribution Date in the case of an interest
portion of a Realized Loss. Any allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class A Certificates or Class M Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such
Distribution Date; provided, that no such reduction shall reduce the aggregate Certificate Principal Balance of
the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Allocations of the interest
portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification)
shall be made by operation of the definition of "Accrued Certificate Interest" for each Class for such
Distribution Date. Allocations of the interest portion of a Realized Loss resulting from an interest rate
reduction in connection with a Servicing Modification shall be made by operation of the priority of payment
provisions of Section 4.02(c). Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the priority of payment provisions of Section 4.02(c). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC I
Regular Interests as provided in the definition of REMIC I Realized Losses.
(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 II 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.
(a) With respect 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; provided, that
such Mortgage Loan is 90 days or more delinquent at the time of repurchase.
(b) If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the
Purchase Price for such a Mortgage Loan as provided in clause (a) above, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited
in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of
the Master Servicer without recourse to the Master Servicer which shall succeed to all the Trustee's right, title
and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders with
respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the 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 resulting from the exercise of the optional repurchase in
this Section 4.08 shall in no event be payable by the Trustee.
Section 4.09. 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 4.09. 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 or the Class M
Certificates, as of the date the Derivative Contract is acquired by the Trustee; or (ii) the consent of each
holder of a Class A Certificate or Class M 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. 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
Fund 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 therefor in the Certificate Account 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 Certificates and shall include an express consent of
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 4.10. Yield Maintenance Agreement.
(a) In the event that the Trustee does not receive by the Business Day preceding a Distribution Date the
amount as specified by the Master Servicer pursuant to Section 4.04(a)(iv) hereof as the amount to be paid with
respect to such Distribution Date by the Yield Maintenance Agreement Provider under the Yield Maintenance
Agreement, the Trustee shall enforce the obligation of the Yield Maintenance Agreement Provider thereunder. The
parties hereto acknowledge that the Yield Maintenance Agreement Provider shall be making all calculations, and
determine the amounts to be paid, under the Yield Maintenance Agreement. Absent manifest error, the Trustee may
conclusively rely on such calculations and determination and any notice received by it from the Master Servicer
pursuant to Section 4.04(a)(iv) hereof.
(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 termination payments, if any). All payments received
under the Yield Maintenance Agreement shall be distributed in accordance with the priorities set forth in
Section 4.02(c) hereof.
(c) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the
Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of
the Trustee, to the extent that the termination value under the Yield Maintenance Agreement is sufficient
therefor and only to the extent of the termination payment received from the Yield Maintenance Agreement
Provider, shall (i) cause a new yield maintenance agreement 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
yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the
Yield Maintenance Agreement.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A Certificates, Class M Certificates, Class SB Certificates and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C, 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. Each Class of Class A Certificates and the Class M-1 Certificates, Class M-2 Certificates and
Class M-3 Certificates shall be issuable in minimum dollar denominations of $100,000 and integral multiples of $1
in excess thereof. The Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
Certificates, Class M-8 Certificates and Class M-9 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 Certificates and Class M Certificates shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided below, registration of such
Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to each Class A Certificate and Class M Certificate
through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of
payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for
purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect
to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such
record date.
If with respect to any Book-Entry Certificate (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect
to such Book-Entry Certificate and (B) the Depositor is unable to locate a qualified successor, or (ii) (A) the
Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system for such
Book-Entry Certificate through the Depository and (B) upon receipt of notice from the Depository of the
Depositor's election to terminate the book-entry system for such Book-Entry Certificate, the Depository
Participants holding beneficial interests in such Book-Entry Certificates agree to initiate such termination, the
Trustee shall notify all Certificate Owners of such Book-Entry Certificate, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially
adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner
shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository
Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered
definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the
Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of
Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificate, and
any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall
instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the
Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and the Certificate Registrar shall authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of
Certificates by the amount of the Definitive Certificates.
None of the Depositor, the Master Servicer or the Trustee shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery of any instructions required
under this Section 5.01 and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee and the Master Servicer shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial
Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such
laws may be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in
accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee
maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB Certificate or Class R
Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB Certificate or Class R Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the
Securities Act 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 Certificate or Class R Certificate is to be made, (i) unless the Depositor directs the
Trustee otherwise, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the
Master Servicer, and (ii) the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit J hereto, each acceptable to and in form and
substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund,
the Depositor or the Master Servicer. In lieu of the requirements set forth in the preceding sentence, transfers
of Class SB Certificates or Class R Certificates may be made in accordance with this Section 5.02(d) if the
prospective transferee of such a Certificate provides the Trustee and the Master Servicer with an investment
letter substantially in the form of Exhibit N 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 Certificate or Class R Certificate desiring to effect any transfer, sale,
pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master
Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or
other disposition is not so exempt or is not made in accordance with such federal and state laws and this
Agreement.
(e) (i) In the case of any Class SB 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 or
holding of such Class SB Certificate or Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or
the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be
an expense of the Trustee, the Depositor or the Master Servicer, or (B) the prospective transferee shall be
required to provide the Trustee, the Depositor and the Master Servicer with a certification to the effect set
forth in Exhibit P (with respect to a Class SB Certificate) or in paragraph fifteen of Exhibit H-1 (with respect
to a Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such
other certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an insurance company investing its general accounts, an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each of the
foregoing, a "Plan Investor").
(ii) Any Transferee of a Class M Certificate will be deemed to have represented by virtue of
its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan
Investor, (b) it has acquired and is holding such Certificate in reliance on U.S. Department of Labor Prohibited
Transaction Exemption ("PTE") 94-29, as most recently amended by PTE 2002-41, 67 Fed. Reg. 54487 (Aug. 22, 2002)
(the "RFC Exemption"), and that it understands that there are certain conditions to the availability of the RFC
Exemption, including that such Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by Fitch, Standard & Poor's or Xxxxx'x or (c) (x) such Transferee is an insurance company, (y) the
source of funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general
account" (as defined in Prohibited Transaction Class Exemption ("PTCE") 95-60), and (z) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies this clause (c), a "Complying
Insurance Company").
(iii) If any Class M Certificate (or any interest therein) is acquired or held by any Person
that does not satisfy the conditions described in paragraph (ii) above, then the last preceding Transferee that
either (x) is not a Plan Investor, (y) acquired such Certificate in compliance with the RFC Exemption or (z) is a
Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such Transfer of such Class M Certificate. The Trustee
shall be under no liability to any Person for making any payments due on such Certificate to such preceding
Transferee.
(iv) Any purported Certificate Owner whose acquisition or holding of any Class SB
Certificate or Class M Certificate (or interest therein) was effected in violation of the restrictions in this
Section 5.02(e) shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any
Subservicer, any underwriter and the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of:
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as
Exhibit H-1) from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing
and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent
for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit H-2, from the Holder wishing to transfer the
Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among
other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a
Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee shall register the Transfer of any Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached
hereto as Exhibit H-2 and all of such other documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a Non-United
States Person shall become a holder of a Class R Certificate, then the last preceding United States Person shall
be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Class R Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the
last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on such
Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions
of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of
such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each
Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master
Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any,
will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under
this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer
shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the
Trustee, all information necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates
required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be required by the Master Servicer from
such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (iv) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any,
of the Class A Certificates or Class M Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to the effect that such modification,
addition to or absence of such provisions will not cause any REMIC created hereunder to cease to qualify as a
REMIC and will not cause (x) any REMIC created hereunder to be subject to an entity-level tax caused by the
Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master
Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the definition of "Certificateholder," and neither the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Master
Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as provided
in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient
to make the payments to Certificateholders in the amounts and in the manner provided for in Section 4.02, such
sum to be held in trust for the benefit of Certificateholders. The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that
such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to
the Certificateholders on the date of receipt by such Paying Agent.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any
obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Depositor and the Master Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation, and 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 any Class of Class A Certificates or 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. Notwithstanding the foregoing, in the event
of a pledge or assignment by the Master Servicer solely of its rights to purchase all assets of the Trust Fund
under Section 9.01(a) (or, if so specified in Section 9.01(a), its rights to purchase the Mortgage Loans and
property acquired related to such Mortgage Loans or its rights to purchase the Certificates related thereto), the
provisos of the first sentence of this paragraph will not apply.
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.
None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the
Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
or any such Person against any breach of warranties, representations or covenants made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of
the Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any
such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the
Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and
costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor and the Master Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled
thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of
the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning
party) to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following events (whatever reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of
any Class any distribution required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the Depositor or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, the Depositor
and the Trustee by the Holders of Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights by notice
in writing to the Master Servicer (and to the Depositor), 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. Any successor Master Servicer appointed pursuant to this
Section 7.02 shall not receive a Servicing Fee with respect any Mortgage Loan not directly serviced by the Master
Servicer on which the Subservicing Fee (i) accrues at a rate of less than 0.50% per annum and (ii) has to be
increased to a rate of 0.50% per annum in order to hire a Subservicer. The Master Servicer shall pay the
reasonable expenses of the Trustee in connection with any servicing transfer hereunder.
(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the
successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents
and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of
such Mortgage Loan on the MERS(R)System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master
Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs
of filing any assignments of Mortgage that may be required under this subsection (b). The successor Master
Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the
original with evidence of recording thereon or a copy certified by the public recording office in which such
assignment was recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give
prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all
Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or
Event of Default hereunder may waive any default or Event of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a
default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform
to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive
satisfactorily corrected documents. The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 7.03, and
10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master
Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in
this Agreement. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so
as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and (subject to
Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes
are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of
Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee by the Depositor or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less than 25% of the affected Classes
as to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the
Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii),
(iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the
Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or
any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee
to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or
in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local
taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code
and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence
or willful misconduct of the Trustee.
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 shall be under no obligation to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default
which may have occurred, the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested in writing to do so by the
Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts
of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax
Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as
determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee
shall not accept any contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have
obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the imposition
of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution of the Certificates and
relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor
or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed and authenticated by it as Certificate
Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R)System. Except as otherwise
provided herein, the Trustee shall not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Custodial Account or the Certificate Account by the Depositor or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time, and
the Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee, and the Master Servicer shall pay or reimburse the
Trustee and any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an
office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any
loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including its obligation to execute the DTC
Letter in its individual capacity, and including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Yield Maintenance Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer which
consent shall not be unreasonably withheld. No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the conditions and to the
extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in
this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at
the direction of Certificateholders pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking association or a New York banking
corporation having its principal office in a state and city acceptable to the Depositor and organized and doing
business under the laws of such state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such corporation or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
PUBLISHED. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice
of resignation, then the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the
Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to
Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the Depositor) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above, other than any failure to comply with the provisions of Article XII, in which case no notice or grace
period shall be applicable) after the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Depositor, then the Depositor may remove the Trustee and
appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection
with the appointment of a successor trustee pursuant to the preceding sentence, the Depositor shall, on or before
the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation
that the appointment of any such successor trustee will not result in the reduction of the ratings on any
Class of the Certificates below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all
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 a Custodial Agreement with Xxxxx Fargo Bank,
N.A. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the 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 may be amended only as provided in Section 11.01.
The Trustee shall notify the Certificateholders of the appointment of any Custodian (other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee shall maintain an office or agency in the City of St. Xxxx, Minnesota where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at
the Corporate Trust Office for the purpose of keeping the Certificate Register. The Trustee shall maintain an
office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in
respect of this Agreement may be served.
Section 8.13. DTC Letter of Representations.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on
behalf of the Trust Fund and in its individual capacity as agent thereunder.
Section 8.14. Yield Maintenance Agreement.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Yield
Maintenance Agreement on behalf of the Trust Fund.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master
Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the
Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market
value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than such unpaid principal balance) (and
if such purchase is made by the Master Servicer only, net of any unreimbursed Advances attributable to
principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified
Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of
the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof; and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification
of any REMIC created hereunder as a REMIC.
The purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any
amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in
respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set
forth in clause (w) of Section 4 of the Assignment Agreement that remain unpaid on the date of such purchase.
The right of the Master Servicer to purchase all of the Mortgage Loans pursuant to clause (ii) above is
conditioned upon the date of such purchase occurring on or after the Optional Termination Date. If such right is
exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount
of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In
addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15, and the
Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer
the Mortgage Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the
Master Servicer shall have the right, at its option, to purchase the Class A Certificates, Class M Certificates
and Class SB Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate
Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any
previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously
allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to
purchase the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master
Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of
these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date
on which (1) the Master Servicer anticipates that the final distribution will be made to Certificateholders as a
result of the exercise by the Master Servicer of its right to purchase the Mortgage Loans or on which (2) the
Master Servicer anticipates that the Certificates will be purchased as a result of the exercise by the Master
Servicer to purchase the outstanding Certificates. Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for
payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates,
specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for
payment, shall be given promptly by the Master Servicer (if it is exercising the right to purchase the Mortgage
Loans or to purchase the outstanding Certificates), or by the Trustee (in any other case) by letter to the
Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated
where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the
outstanding Certificates, the Distribution Date on which such purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of the outstanding Certificates,
the purchase price, in either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment
will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Master Servicer or the Trustee is obligated to give notice to Certificateholders as required
above, it shall give such notice to the Certificate Registrar at the time such notice is given to
Certificateholders. In the event of a purchase of the Mortgage Loans by the Master Servicer, the Master Servicer
shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price computed as provided above. As a result of the exercise by the Master
Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in the
Certificate Account, before the Distribution Date on which such purchase is to occur, in immediately available
funds, an amount equal to the purchase price for the Certificates computed as provided above, and provide notice
of such deposit to the Trustee. The Trustee shall withdraw from such account the amount specified in subsection
(c) below and distribute such amount to the Certificateholders as specified in subsection (c) below. The Master
Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution
Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for
any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Class A Certificates, Class M Certificates and Class SB
Certificates by the Certificateholders thereof, the Trustee shall distribute to such Certificateholders (i) the
amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's
election to repurchase the Mortgage Loans or the outstanding Class A Certificates, Class M Certificates and Class
SB Certificates, or (ii) if the Master Servicer elected to so repurchase the Mortgage Loans or the outstanding
Class A Certificates, Class M Certificates and Class SB Certificates, an amount equal to the price paid pursuant
to Section 9.01(a) as follows: first, with respect to the Class A Certificates, pari passu, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest, second, with respect to the Class M-1
Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with
respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, fifth, with respect to the Class M-4 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class
M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh,
with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, tenth, with respect to the Class
M-9 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh,
with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment Interest
Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and
accrued interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest
Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, and
twelfth, with respect to the Class SB Certificates, all remaining amounts.
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date, the Master Servicer (if it exercised its right to purchase
the Mortgage Loans) or the Trustee (in any other case), shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate shall not have been surrendered
for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining
the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the
Certificate Account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the
holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No
interest shall accrue or be payable to any Certificateholder on any amount held in the Certificate Account or by
the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on
which a purchase of the outstanding Certificates is to be made, the Master Servicer shall give a second written
notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the Certificate
Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate
Account. If within nine months after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts
distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the Certificate Account or by the Master Servicer as a
result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to
this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date
will have no rights with respect thereto except to receive the purchase price therefor minus any costs and
expenses associated with such Certificate Account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master
Servicer shall be for all purposes the Holder thereof as of such date.
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 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 regulationsss.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 Component I of the Class R Certificates
shall be designated as the sole Class of "residual interests" in REMIC I. The REMIC II Regular Interests shall
be designated as the "regular interests" and Component II of the Class R Certificates shall be designated as the
sole Class of "residual interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC I or 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 I, and REMIC II within the
meaning of Section 860G(a)(9) of the Code (the "Startup Date").
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage
Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with
respect to each 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)
result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of
an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the
Master Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the
REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund
and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master
Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with
respect to the Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC
Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund
against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might result in the imposition of a tax on
the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on
the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions
to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether
or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action or inaction, as the case may be. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee shall consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee shall not take any such action or
cause the Trust Fund to take any such action as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the
Master Servicer or the REMIC Administrator, as applicable, will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the Startup Date therefor pursuant to
Section 860G(d) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer in its role as Master Servicer or REMIC Administrator of any of its obligations
under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any
of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account
as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records
with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee shall accept any contributions
of assets to any REMIC unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that
the inclusion of such assets in any REMIC will not cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any
arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit
any REMIC created hereunder to receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible
maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is
April 25, 2036, which is the Distribution Date in the month following the last scheduled payment on any Mortgage
Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including
but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any
REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or
accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the
Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Master
Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X. In the event that Residential Funding is no longer the
Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential Funding as a result of a breach
of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee, as a result of a breach of the
REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed
to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator
by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the REMIC Administrator or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the
REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer and the Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable
to maintain the qualification of any REMIC created hereunder as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or
to change the name in which the Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof
restricting transfer of the Class R Certificates by virtue of their being the "residual interests" in
the Trust Fund provided that (A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at
the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund
or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and is authorized or permitted under
Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which are required to be
distributed on any Certificate without the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of Holders of Certificates of such
Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, in any such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor or the Trustee in accordance with such amendment will not result in the imposition of a federal tax
on the Trust Fund or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificate is outstanding; provided, that if the indemnity described in Section 10.01(f) with respect to any
taxes that might be imposed on the Trust Fund has been given, the Trustee shall not require the delivery to it of
the Opinion of Counsel described in this Section 11.01(c). The Trustee may but shall not be obligated to enter
into any amendment pursuant to this Section that affects its rights, duties and immunities and this Agreement or
otherwise; provided, however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of
the Class SB Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class SB Certificateholders, but shall not be and shall not
be deemed to be under any circumstances included in any REMIC. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of such REMIC, (ii) any such reserve fund shall be owned by the Depositor,
and (iii) amounts transferred by such REMIC to any such reserve fund shall be treated as amounts distributed by
such REMIC to the Depositor or any successor, all within the meaning of Treasury regulations Section 1.860G-2(h)
in effect as of the Cut-off Date. In connection with the provision of any such instrument or fund, this
Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is
related or incidental to such instrument or fund or the establishment or administration thereof, such amendment
to be made by written instrument executed or consented to by the Depositor and such related insurer but without
the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests
of the Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Depositor obtains
an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment
will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding. In the event that the Depositor elects to provide such coverage in
the form of a limited guaranty provided by 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 K (in
which case Residential Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and that the limited guaranty shall be executed
in the form attached hereto as Exhibit L, with such changes as the Depositor shall deem to be appropriate; it
being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's
consent or approval to the use thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this Agreement shall require the consent
of the Limited Repurchase Right Holder as a third-party beneficiary of Section 4.08 of this Agreement.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of the Holders of Certificates entitled to at least 25% of the Voting Rights),
but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood
and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and
for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of law principles thereof, other than Sections 5-1401 and
5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to (a) in the case of the Depositor, 0000 Xxxxxxxxxx
Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: President (RASC), or such other address as
may hereafter be furnished to the Master Servicer and the Trustee in writing by the Depositor; (b) in the case of
the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Bond Administration
or such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, the Corporate Trust Office or such other address as may hereafter be
furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard &
Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Mortgage Surveillance or such other address as may
be hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS Monitoring Department, or such other address
as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Moody's, and
(f) in the case of the Yield Maintenance Agreement Provider, Bank of America, N.A. c/o Bank of America, N.A. 000
Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by the Yield Maintenance Agreement
Provider. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and
each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a
copy to each Rating Agency and each Subservicer at such time as otherwise required to be delivered pursuant to
this Agreement of any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to
Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting
from the failure by the Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice
of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and each Subservicer of any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
(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. Third-Party Beneficiary.
The Limited Repurchase Right Holder is an express third-party beneficiary of Section 4.08 of this
Agreement, and shall have the right to enforce the related provisions of Section 4.08 of this 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 date hereof and on each date on
which information is provided to the Depositor under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed
in writing to the Depositor prior to such date: (i) it is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred as to any other Securitization
Transaction due to any default of the Trustee; (ii) there are no aspects of its financial condition that could
have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any
other Securitization Transaction as to which it is the trustee; (iii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it that would be material to Certificateholders; (iv)
there are no relationships or transactions relating to the Trustee with respect to the Depositor or any sponsor,
issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other
material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction
contemplated by the Agreement, as identified by the Depositor to the Trustee in writing as of the Closing Date
(each, a "Transaction Party") that are outside the ordinary course of business or on terms other than would be
obtained in an arm's length transaction with an unrelated third party, apart from the Securitization Transaction,
and that are material to the investors' understanding of the Certificates; and (v) the Trustee is not an
affiliate of any Transaction Party. The Depositor shall notify the Trustee of any change in the identity of a
Transaction Party after the Closing Date.
(b) If so requested by the Depositor on any date following the Closing Date, the Trustee shall, within five
Business Days following such request, confirm in writing the accuracy of the representations and warranties set
forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date
of such confirmation, provide the pertinent facts, in writing, to the Depositor. Any such request from the
Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable
basis for a determination that any of the representations and warranties may not be accurate.
Section 12.03. Information to be Provided by the Trustee.
For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor's reporting
obligation under the Exchange Act with respect to any class of Certificates, the Trustee shall provide to the
Depositor a written description of (a) any litigation or governmental proceedings pending against the Trustee as
of the last day of each calendar month that would be material to Certificateholders, and (b) any affiliations or
relationships (as described in Item 1119 of Regulation AB) that develop following the Closing Date between the
Trustee and any Transaction Party of the type described in Section 12.02(a)(iv) or 12.02(a)(v) as of the last day
of each calendar year. Any descriptions required with respect to legal proceedings, as well as updates to
previously provided descriptions, under this Section 12.03 shall be given no later than five Business Days prior
to the Determination Date following the month in which the relevant event occurs, and any notices and
descriptions required with respect to affiliations, as well as updates to previously provided descriptions, under
this Section 12.03 shall be given no later than January 31 of the calendar year following the year in which the
relevant event occurs. As of the date the Depositor or Master Servicer files each Report on Form 10-D and Report
on Form 10-K with respect to the Certificates, the Trustee will be deemed to represent that any information
previously provided under this Article XII is materially correct and does not have any material omissions unless
the Trustee has provided an update to such information. The Depositor will allow the Trustee to review any
disclosure relating to material litigation against the Trustee prior to filing such disclosure with the
Commission to the extent the Depositor changes the information provided by the Trustee.
Section 12.04. Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Trustee shall:
(a) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor)
regarding the Trustee's assessment of compliance with the applicable Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Depositor and signed by an authorized officer of the
Trustee, and shall address each of the Servicing Criteria specified on Exhibit S hereto; and
(b) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the
Depositor that attests to, and reports on, the assessment of compliance made by the Trustee and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act.
Section 12.05. Indemnification; Remedies.
(a) The Trustee shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer and each
broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants' attestation or other material provided under this Article XII by
or on behalf of the Trustee (collectively, the "Trustee Information"), or (B) the omission or alleged omission to
state in the Trustee Information a material fact required to be stated in the Trustee Information or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Trustee Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Trustee Information or any portion thereof is presented
together with or separately from such other information; or
(ii) any failure by the Trustee to deliver any information, report, certification, or other material when and
as required under this Article XII, other than a failure by the Trustee to deliver the accountants' attestation.
(b) In the case of any failure of performance described in clause (ii) of Section 12.05(a), the Trustee
shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain
the information, report, certification, accountants' attestation or other material not delivered as required by
the Trustee and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
(c) The Depositor and the Master Servicer shall indemnify the Trustee, each affiliate of the Trustee or each
Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the respective present and former directors, officers, employees and agents of the Trustee,
and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon (i) any untrue statement of a material fact contained or alleged to be
contained in any information provided under this Agreement by or on behalf of the Depositor or Master Servicer
for inclusion in any report filed with Commission under the Exchange Act (collectively, the "RFC Information"),
or (ii) the omission or alleged omission to state in the RFC Information a material fact required to be stated in
the RFC Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall
be construed solely by reference to the RFC Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether the RFC Information or any portion
thereof is presented together with or separately from such other information.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Name:
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title: Associate
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of April 2006 before me, a notary public in and for said State, personally appeared
_______________, known to me to be a Vice President of Residential Asset Securities Corporation, one of the
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 April 2006 before me, a notary public in and for said State, personally appeared
_______________, known to me to be an Associate of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
________________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF XXXXXX )
On the ____ day of April 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a _____________________ of U.S. Bank National Association, a banking
association organized under the laws of the United States that executed the within instrument, and also known to
me to be the person who executed it on behalf of said banking 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]
