Execution Version
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of January 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2007-QH1
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS................................................................................9
Section 1.01. Definitions.......................................................................9
Section 1.02. Determination of LIBOR...........................................................45
Section 1.03. Use of Words and Phrases.........................................................46
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................47
Section 2.01. Conveyance of Mortgage Loans.....................................................47
Section 2.02. Acceptance by Trustee............................................................47
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Company..........................................................................47
Section 2.04. Representations and Warranties of Residential Funding............................50
Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMICs...................................................50
Section 2.06. Conveyance of Uncertificated REMIC Regular Interests; Acceptance by the
Trustee..........................................................................50
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC III and REMIC IV...........51
Section 2.08. Purposes and Powers of the Trust.................................................51
Section 2.09. Agreement Regarding Ability to Disclose..........................................51
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................52
Section 3.01. Master Servicer to Act as Servicer...............................................52
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations............................52
Section 3.03. Successor Subservicers...........................................................52
Section 3.04. Liability of the Master Servicer.................................................52
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................52
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................52
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposit to Custodial Account.......52
Section 3.08. Subservicing Accounts; Servicing Accounts........................................54
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................54
Section 3.10. Permitted Withdrawals from the Custodial Account.................................54
Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder............54
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................54
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................................54
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................54
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................................54
Section 3.16. Servicing and Other Compensation; Compensating Interest..........................54
Section 3.17. Reports to the Trustee and the Company...........................................55
Section 3.18. Annual Statement as to Compliance................................................55
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................55
Section 3.20. Rights of the Company in Respect of the Master Servicer..........................55
Section 3.21. Administration of Buydown Funds..................................................55
Section 3.22. Advance Facility.................................................................55
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................56
Section 4.01. Certificate Account..............................................................56
Section 4.02. Distributions....................................................................56
Section 4.03. Statements to Certificateholders; Statements to the Rating Agencies;
Exchange Act Reporting...........................................................61
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer..................................................................62
Section 4.05. Allocation of Realized Losses....................................................62
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....................64
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................................64
Section 4.08. Surety Bond......................................................................64
Section 4.09. The Swap Agreement...............................................................64
ARTICLE V THE CERTIFICATES..........................................................................68
Section 5.01. The Certificates.................................................................68
Section 5.02. Registration of Transfer and Exchange of Certificates............................68
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................................68
Section 5.04. Persons Deemed Owners............................................................68
Section 5.05. Appointment of Paying Agent......................................................68
Section 5.06. U.S.A. Patriot Act Compliance....................................................69
ARTICLE VI THE COMPANY AND THE MASTER SERVICER.......................................................70
ARTICLE VII DEFAULT...................................................................................71
ARTICLE VIII CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE............................72
Section 8.01. Duties of Trustee and Supplemental Interest Trust Trustee........................72
Section 8.02. Certain Matters Affecting the Trustee and Supplemental Interest Trust
Trustee..........................................................................74
Section 8.03. Trustee and Supplemental Interest Trust Trustee Not Liable for
Certificates or Mortgage Loans...................................................75
Section 8.04. Trustee and Supplemental Interest Trust Trustee May Own Certificates.............76
Section 8.05. Master Servicer to Pay Trustee's and Supplemental Interest Trust
Trustee's Fees and Expenses; Indemnification.....................................76
Section 8.06. Eligibility Requirements for Trustee.............................................77
Section 8.07. Resignation and Removal of the Trustee and Supplemental Interest Trust
Trustee..........................................................................78
Section 8.08. Successor Trustee and Successor Supplemental Interest Trust Trustee..............79
Section 8.09. Merger or Consolidation of Trustee...............................................80
Section 8.10. Appointment of Co-Trustee or Separate Trustee....................................80
Section 8.11. Appointment of Custodians........................................................80
Section 8.12. Appointment of Office or Agency..................................................80
Section 8.13. Swap Agreement and SB-AM Swap Agreement..........................................80
ARTICLE IX TERMINATION...............................................................................81
Section 9.01. Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans........81
Section 9.02. Additional Termination Requirements..............................................84
Section 9.03. Termination of Multiple REMICs...................................................84
ARTICLE X REMIC PROVISIONS..........................................................................85
Section 10.01. REMIC Administration.............................................................85
Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification.................85
Section 10.03. Designation of REMICs............................................................85
Section 10.04. Distributions on the Uncertificated REMIC Regular Interests......................85
Section 10.05. Compliance with Withholding Requirements.........................................85
Section 10.06. Grantor Trust Provisions.........................................................86
ARTICLE XI MISCELLANEOUS PROVISIONS..................................................................88
Section 11.01. Amendment........................................................................88
Section 11.02. Recordation of Agreement; Counterparts...........................................88
Section 11.03. Limitation on Rights of Certificateholders.......................................88
Section 11.04. Governing Law....................................................................88
Section 11.05. Notices..........................................................................88
Section 11.06. Required Notices to Rating Agency and Subservicer................................89
Section 11.07. Severability of Provisions.......................................................89
Section 11.08. Supplemental Provisions for Resecuritization.....................................89
Section 11.09. Allocation of Voting Rights......................................................89
Section 11.10. No Petition......................................................................89
ARTICLE XII COMPLIANCE WITH REGULATION AB.............................................................91
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Information to be Included in Monthly Distribution Date
Statement
Exhibit Three: Standard Terms of Pooling and Servicing Agreement, dated as of
December 1, 2006
Exhibit Four: Swap Agreement
Exhibit Five: SB-AM Swap Agreement
Exhibit Six: Form of Certificate to be Given by Certificate Owner
Exhibit Seven: Form of Certificate to be Given by Euroclear or Cedel
Exhibit Eight: Form of Certificate to be Given by Transferee of Beneficial
Interest in a Regulation S Book-Entry Certificate
Exhibit Nine: Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate
Exhibit Ten: Form of Initial Purchaser Exchange Instructions
Exhibit Eleven-A: Form of Rule 144A Global Class SB Certificate
Exhibit Eleven-B: Form of Permanent Regulation S Global Class SB Certificate
Exhibit Eleven-C: Form of Temporary Regulation S Global Class SB Certificate
Exhibit Twelve: Form of Regulation S Transferee Certificate
This is a Series Supplement, dated as of January 1, 2007 (the "Series Supplement"), to the Standard
Terms of Pooling and Servicing Agreement, dated as of December 1, 2006 and attached as Exhibit Four hereto (the
"Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING COMPANY, LLC as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as trustee (together
with its permitted successors and assigns, the "Trustee") and in its capacity as supplemental interest trust
trustee (together with its permitted successors and assigns, the "Supplemental Interest Trust Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans.
The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set
forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any
provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All
capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The
Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust
Account, the Swap Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I
Certificates will not bear interest or have a Certificate Principal Balance. 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
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE
I-1-A Variable(1) $9,188,391.500
I-2-A Variable(1) $8,852,593.000
I-3-A Variable(1) $8,529,133.500
I-4-A Variable(1) $8,217,559.500
I-5-A Variable(1) $7,917,430.000
I-6-A Variable(1) $7,628,323.500
I-7-A Variable(1) $7,349,833.500
I-8-A Variable(1) $7,081,566.500
I-9-A Variable(1) $6,823,147.500
I-10-A Variable(1) $6,574,211.000
I-11-A Variable(1) $6,334,408.000
I-12-A Variable(1) $6,103,402.500
I-13-A Variable(1) $5,880,869.000
I-14-A Variable(1) $5,666,495.000
I-15-A Variable(1) $5,459,980.500
I-16-A Variable(1) $5,261,035.500
I-17-A Variable(1) $5,069,381.000
I-18-A Variable(1) $4,884,748.500
I-19-A Variable(1) $4,706,879.500
I-20-A Variable(1) $4,535,524.500
I-21-A Variable(1) $4,370,443.500
I-22-A Variable(1) $4,211,406.500
I-23-A Variable(1) $4,058,190.500
I-24-A Variable(1) $3,910,580.500
I-25-A Variable(1) $3,768,371.500
I-26-A Variable(1) $3,631,364.000
I-27-A Variable(1) $3,499,367.500
I-28-A Variable(1) $3,372,196.500
I-29-A Variable(1) $3,249,675.000
I-30-A Variable(1) $3,131,630.500
I-31-A Variable(1) $3,017,900.000
I-32-A Variable(1) $2,908,324.500
I-33-A Variable(1) $2,804,240.500
I-34-A Variable(1) $2,702,417.000
I-35-A Variable(1) $2,604,433.000
I-36-A Variable(1) $2,509,902.500
I-37-A Variable(1) $2,418,824.500
I-38-A Variable(1) $2,331,070.500
I-39-A Variable(1) $2,246,519.500
I-40-A Variable(1) $2,165,053.500
I-41-A Variable(1) $2,086,559.500
I-42-A Variable(1) $2,010,929.000
I-43-A Variable(1) $1,938,056.000
I-44-A Variable(1) $1,867,839.500
I-45-A Variable(1) $1,800,183.000
I-46-A Variable(1) $1,734,992.000
I-47-A Variable(1) $1,672,175.500
I-48-A Variable(1) $1,611,647.500
I-49-A Variable(1) $1,553,324.500
I-50-A Variable(1) $1,497,124.000
I-51-A Variable(1) $1,442,970.000
I-52-A Variable(1) $1,390,786.500
I-53-A Variable(1) $1,340,502.500
I-54-A Variable(1) $1,292,047.000
I-55-A Variable(1) $1,246,194.500
I-56-A Variable(1) $1,277,520.500
I-57-A Variable(1) $1,228,683.000
I-58-A Variable(1) $1,183,119.500
I-59-A Variable(1) $28,443,783.500
I-1-B Variable(1) $9,188,391.500
I-2-B Variable(1) $8,852,593.000
I-3-B Variable(1) $8,529,133.500
I-4-B Variable(1) $8,217,559.500
I-5-B Variable(1) $7,917,430.000
I-6-B Variable(1) $7,628,323.500
I-7-B Variable(1) $7,349,833.500
I-8-B Variable(1) $7,081,566.500
I-9-B Variable(1) $6,823,147.500
I-10-B Variable(1) $6,574,211.000
I-11-B Variable(1) $6,334,408.000
I-12-B Variable(1) $6,103,402.500
I-13-B Variable(1) $5,880,869.000
I-14-B Variable(1) $5,666,495.000
I-15-B Variable(1) $5,459,980.500
I-16-B Variable(1) $5,261,035.500
I-17-B Variable(1) $5,069,381.000
I-18-B Variable(1) $4,884,748.500
I-19-B Variable(1) $4,706,879.500
I-20-B Variable(1) $4,535,524.500
I-21-B Variable(1) $4,370,443.500
I-22-B Variable(1) $4,211,406.500
I-23-B Variable(1) $4,058,190.500
I-24-B Variable(1) $3,910,580.500
I-25-B Variable(1) $3,768,371.500
I-26-B Variable(1) $3,631,364.000
I-27-B Variable(1) $3,499,367.500
I-28-B Variable(1) $3,372,196.500
I-29-B Variable(1) $3,249,675.000
I-30-B Variable(1) $3,131,630.500
I-31-B Variable(1) $3,017,900.000
I-32-B Variable(1) $2,908,324.500
I-33-B Variable(1) $2,804,240.500
I-34-B Variable(1) $2,702,417.000
I-35-B Variable(1) $2,604,433.000
I-36-B Variable(1) $2,509,902.500
I-37-B Variable(1) $2,418,824.500
I-38-B Variable(1) $2,331,070.500
I-39-B Variable(1) $2,246,519.500
I-40-B Variable(1) $2,165,053.500
I-41-B Variable(1) $2,086,559.500
I-42-B Variable(1) $2,010,929.000
I-43-B Variable(1) $1,938,056.000
I-44-B Variable(1) $1,867,839.500
I-45-B Variable(1) $1,800,183.000
I-46-B Variable(1) $1,734,992.000
I-47-B Variable(1) $1,672,175.500
I-48-B Variable(1) $1,611,647.500
I-49-B Variable(1) $1,553,324.500
I-50-B Variable(1) $1,497,124.000
I-51-B Variable(1) $1,442,970.000
I-52-B Variable(1) $1,390,786.500
I-53-B Variable(1) $1,340,502.500
I-54-B Variable(1) $1,292,047.000
I-55-B Variable(1) $1,246,194.500
I-56-B Variable(1) $1,277,520.500
I-57-B Variable(1) $1,228,683.000
I-58-B Variable(1) $1,183,119.500
I-59-B Variable(1) $28,443,783.500
A-I Variable(1) $21,698,453.630
_______________
(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." The Class R-II Certificates will represent the sole Class of
"residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The Class
R-II Certificates will not bear interest or have a Certificate Principal Balance. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and
initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular
Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of
the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC II INITIAL UNCERTIFICATED REMIC II
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE
LT1 Variable(1) $524,802,945.96
LT2 Variable(1) $18,945.11
LT3 Variable(1) $33,543.78
LT4 Variable(1) $33,543.78
LT-IO Variable(1) (2)
____________
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
(2) REMIC II Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue
interest on its uncertificated notional amount calculated in accordance with the definition of
"Uncertificated Notional Amount" herein.
REMIC III
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole Class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The Class
R-III Certificates will not bear interest or have a Certificate Principal Balance. The following table
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Maturity Date, initial ratings and minimum denominations for each Class of Certificates that
evidence "regular interests" in REMIC III and REMIC III Regular Interests SB-IO, SB-PO and IO (the "REMIC III
Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Maturity Date. REMIC
III Regular Interests SB-IO, SB-PO and IO will not be certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH PRINCIPAL MATURITY MINIMUM
DESIGNATION RATE BALANCE FEATURES DATE S&P/XXXXX'X DENOMINATIONS
Class A-1 Adjustable $297,454,000 Super February 25, AAA/Aaa $100,000.00
Rate Senior/Adjustable 2037
(1)(2)(3) Rate
Class A-2 Adjustable $123,939,000 Super Senior/Senior February 25, AAA/Aaa $100,000.00
Rate Support/ Adjustable 2037
(1)(2)(3) Rate
Class A-3 Adjustable $74,364,000 Senior Support/ February 25, AAA/Aaa $100,000.00
Rate Adjustable Rate 2037
(1)(2)(3)
Class M-1 Adjustable $11,023,000 Mezzanine/Adjustable February 25, AA/Aa1 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-2 Adjustable $2,887,000 Mezzanine/Adjustable February 25, AA-/Aa1 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-3 Adjustable $2,624,000 Mezzanine/Adjustable February 25, A/A1 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-4 Adjustable $2,887,000 Mezzanine/Adjustable February 25, A-/A1 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-5 Adjustable $2,624,000 Mezzanine/Adjustable February 25, BBB/A2 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-6 Adjustable $1,838,000 Mezzanine/Adjustable February 25, NR/Baa1 $100,000.00
Rate Rate 2037
(1)(2)(3)
Class M-7 Adjustable $2,624,000 Mezzanine/Adjustable February 25, NR/Baa3 $100,000.00
Rate Rate 2037
(1)(2)(3)
SB-PO $2,624,978.63(4) Subordinate/Principal February 25, N/R N/A
Only 2037
SB-IO N/A (5) Subordinate/Interest February 25, N/R N/A
Only 2037
IO (6) (7) Interest Only N/R N/A
(1) This Class of Certificates represents ownership of a REMIC III Regular Interest together with (i)
certain rights to payments to be made from amounts received under the Swap Agreement which will be deemed made
for federal income tax purposes outside of REMIC III by the holders of the Class SB Certificates as the owners of
the Swap Agreement and (ii) an obligation to pay the Class IO Distribution Amount (as defined in Section
4.09(e)). Any amount distributed on this Class of Certificates on any Distribution Date in excess of the amount
distributable on the related REMIC III Regular Interest on such Distribution Date shall be treated for federal
income tax purposes as having been paid from the Supplemental Interest Trust Account and any amount distributable
on such REMIC III Regular Interest on such Distribution Date in excess of the amount distributable on such Class
of Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest Trust
Account, all pursuant to and as further provided in Section 4.09 hereof.
(2) The Class A Certificates and Class M Certificates, will accrue interest at a per annum rate equal to the
least of (i) a per annum rate equal to LIBOR plus the applicable Margin, (ii) the Net WAC Cap Rate and (iii) the
Available Funds Rate for that Distribution Date.
(3) The Class A Certificates and Class M Certificates will also entitle their holders to receive certain
payments from the holders of the Class SB Certificates from amounts to which the REMIC III Regular Interests are
entitled and from amounts received under the Swap Agreement which will not be a part of their ownership of the
REMIC III Regular Interests.
(4) REMIC III Regular Interest SB-IO shall have no entitlement to principal, and shall be entitled to
distributions of interest subject to the terms and conditions hereof, in an aggregate amount equal to the
aggregate interest distributable with respect to the Class SB Certificates pursuant to the terms and conditions
hereof.
(5) REMIC III Regular Interest SB-PO shall have no entitlement to interest, and shall be entitled to
distributions of principal subject to the terms and conditions hereof, in an aggregate amount equal to the
initial Overcollateralization Amount pursuant to the terms and conditions hereof.
(6) For federal income tax purposes, REMIC III Regular Interest IO will not have a Pass Through Rate, but
will be entitled to 100% of the amounts distributed on REMIC II Regular Interest LT-IO.
(7) For federal income tax purposes, REMIC III Regular Interest IO will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest
LT-IO.
REMIC IV
As provided herein, the REMIC Administrator will make an election to treat the segregated pool
of assets consisting of REMIC III Regular Interests SB-IO, SB-PO and IO as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC IV. The Class R-X Certificates will
represent the sole Class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal
income tax law. The Class R-X Certificates will not bear interest or have a Certificate Principal Balance. The
following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, certain features and Maturity Date for the Class SB Certificates which represent the two
"regular interests" in REMIC IV designated REMIC IV Regular Interest SB and REMIC IV Regular Interest IO (the
"REMIC IV Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for the REMIC IV Regular Interests shall be the Maturity Date.
AGGREGATE
INITIAL
PASS-THROUGH CERTIFICATE MATURITY S&P/ MINIMUM
DESIGNATION RATE PRINCIPAL BALANCE FEATURES DATE XXXXX'X/ DENOMINATIONS
Class SB Variable(1) $2,624,978.63 Subordinate/Adjustable February 25, NA N/A
Rate 2037
____________
(1) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate
Interest.
REMIC IV Regular Interest IO will be held as an asset of the Supplemental Interest Trust Account
established by the Trustee and will be treated for federal income tax purposes as owned by the holders of the
Class SB Certificates.
REMIC IV Regular Interest SB will not have a Pass-Through Rate, but will be entitled to 100% of all
amounts distributed or deemed distributed on REMIC III Regular Interests SB-IO and SB-PO. REMIC IV Regular
Interest IO will not have a Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC III Regular Interest IO. The rights of the holders of the Class SB Certificates to payments
under the Swap Agreement and SB-AM Swap Agreement shall be outside and apart from their rights with respect to
the REMIC IV Regular Interests.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $524,888,978.63.
The Mortgage Loans are payment-option adjustable-rate first lien mortgage loans with a negative
amortization feature having terms to maturity at origination or modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date and each Class of Class A
Certificates and Class M Certificates, interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate 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 Class A Certificates and Class M
Certificates shall be reduced by the amount of Prepayment Interest Shortfalls on the Mortgage Loans during the
prior calendar month to the extent not covered by Compensating Interest pursuant to Section 3.16 and by Relief
Act Shortfalls on the Mortgage Loans during the related Due Period. All such reductions with respect to the
Mortgage Loans will be allocated among the Class A Certificates and Class M Certificates in proportion to the
amount of Accrued Certificate Interest payable on such Certificates on such Distribution Date absent such
reductions.
Accrued Certificate Interest, with respect to any Class of Class A-2, Class A-3 or Class M Certificates
for any Distribution Date, shall further be reduced by the interest portion of Realized Losses allocated to any
Class of Class M Certificates pursuant to Section 4.05.
Accrued Certificate Interest with respect to the Class A Certificates and Class M Certificates shall
accrue on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the
related Interest Accrual Period at the related 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)(iii) and (iv).
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.
Adjustment Date: With respect to each 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.
Affected Party: As defined in the Swap Agreement.
Available Distribution Amount: As 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, (iii) any amount deposited in the
Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07 or Section 9.01, (v) any
amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate
Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in
respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer,
reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (v) any
payments or collections consisting of Prepayment Charges on the Mortgage Loans that were received during the
related Prepayment Period; (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a), and (z) any Net Swap Payments required to be
made to the Swap Counterparty and Swap Termination Payments not due to a Swap Counterparty Trigger Event for such
Distribution Date.
Available Funds Rate: With respect to any Distribution Date, a per annum rate equal to (i) the product
of (x) the Interest Remittance Amount plus full and partial Principal Prepayments available to be distributed on
such Distribution Date and (y) a fraction, the numerator of which is 12 and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution Date, adjusted to an actual/360
rate.
Basis Risk Shortfall: With respect to the Class A Certificates and Class M Certificates and any
Distribution Date, the sum of (a) an amount equal to the excess, if any, of (x) Accrued Certificate Interest for
such Class of Certificates calculated at a per annum rate equal to LIBOR plus the related Margin for such
Distribution Date, over (y) Accrued Certificate Interest for such Class calculated assuming the Net Rate Cap was
equal to the Net WAC Cap Rate for such Distribution Date, (b) any shortfalls for such Class calculated pursuant
to clause (a) above remaining unpaid from prior Distribution Dates, and (c) interest on the amount in clause (b)
from the Distribution Date on which such amount was incurred at a per annum rate equal to LIBOR plus the related
Margin for the current Distribution Date.
Book-Entry Certificate: The Class A, Class M and Class SB Certificates.
Capitalization Reimbursement Amount: As 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), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior
Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by
which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the
Mortgage Loans during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans
included in the Available Distribution Amount for that Distribution Date.
Certificate: Any Class A, Class M, Class SB or Class R Certificate.
Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01
of the Standard Terms, which shall be entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee, in trust for
the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-QH1" and which must be an Eligible Account.
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) in the case of any Class of Class A-2, Class A-3 or Class M
Certificates, 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 the Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6
and Class M-7 Certificates, in that order, 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 each 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 III 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 III Regular Interest SB-IO, as reduced by Realized Losses allocated thereto. The Class R Certificates will
not have a Certificate Principal Balance.
Class A Certificate: Any one of the Class A-1, Class A-2 or Class A-3 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms 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 (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls
and (iv) an obligation to pay the Class IO Distribution Amount.
Class A Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii)the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable
Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class A-1 Certificate: The Class A-1 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class A-1 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.160% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.320% per annum.
Class A-2 Certificate: The Class A-2 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class A-2 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.190% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.380% per annum.
Class A-3 Certificate: The Class A-3 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class A-3 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.240% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.480% per annum.
Class A-P Certificates: None.
Class IO Distribution Amount: As defined in Section 4.09(e).
Class M Certificates: Collectively, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6
and Class M-7 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 to the Standard Terms as Exhibit B, senior to the
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates with respect
to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk
Shortfalls and (iv) an obligation to pay the Class IO Distribution Amount.
Class M-1 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.390% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.585% per annum.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date, over the Overcollateralization
Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit B, senior to the
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls
and (iv) an obligation to pay the Class IO Distribution Amount.
Class M-2 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.410% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.615% per annum.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and Class M-1 Principal Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates and Class M-1 Certificates (after taking into account the payment of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date
and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit B, senior to the
Class M-4, Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates with respect to distributions and
the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the
Swap Agreement and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-3 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.500% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.750% per annum.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount and Class M-2 Principal Distribution Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount and 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, Class M-1 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 to the Standard Terms as Exhibit B, senior to the
Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the
Swap Agreement and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-4 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 0.570% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 0.855% per annum.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount and
Class M-3 Principal Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal
Distribution Amount and 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, Class M-1, Class M-2 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 to the Standard Terms as Exhibit B, senior to the
Class M-6, Class M-7, Class SB and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement
and the SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls and (iv) an obligation to pay the
Class IO Distribution Amount.
Class M-5 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 1.400% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 2.100% per annum.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution Amount and Class M-4 Principal Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount and 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, Class M-1, Class M-2, Class M-3 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 to the Standard Terms as Exhibit B, senior to the
Class M-7, Class SB and Class R Certificates with respect to distributions and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for
purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the SB-AM Swap
Agreement, (iii) the right to receive Basis Risk Shortfalls and (iv) an obligation to pay the Class IO
Distribution Amount.
Class M-6 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 1.500% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 2.250% per annum.
Class M-6 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution Amount, Class M-4 Principal Distribution Amount and Class M-5 Principal Distribution Amount
or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount and the
Class M-5 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A, Class M-1, Class M-2, Class M-3, Class M-4 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 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 to the Standard Terms as Exhibit B, senior to the
Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and the
SB-AM Swap Agreement, (iii) the right to receive Basis Risk Shortfalls and (iv) an obligation to pay the Class IO
Distribution Amount.
Class M-7 Margin: With respect to any Distribution Date prior to the first Distribution Date after the
first possible Optional Termination Date, 1.500% per annum, and on any Distribution Date on or after the first
Distribution Date after the first possible Optional Termination Date, 2.250% per annum.
Class M-7 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5 Distribution Amount and Class
M-6 Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount and 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, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 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 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 R Certificate: Any one of the Class R-I, Class R-II, Class R-III or Class R-X Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing
an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in REMIC III for purposes of the REMIC Provisions.
Class R-X Certificate: Any one of the Class R-X Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing
an interest designated as a "residual interest" in REMIC IV 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 set forth on Exhibit Eleven-A hereto, 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 ownership of the REMIC IV Regular Interests for purposes of the
REMIC Provisions, together with certain rights to payments under the Swap Agreement for purposes of the REMIC
Provisions and certain obligations with respect to payments of Basis Risk Shortfalls.
Clearstream: Clearstream Banking, societe anonyme.
Closing Date: January 30, 2007.
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 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Funding Company, LLC, RALI 2007-QH1.
Cut-off Date Balance: $524,888,978.63.
Cut-off Date: January 1, 2007.
Deferred Interest: The amount of interest which is deferred and added to the principal balance of a
Mortgage Loan due to negative amortization. For purposes of REMIC I, Deferred Interest shall be allocated as
follows: first, to REMIC I Regular Interest A-I in reduction of the portion of the Uncertificated Accrued
Interest thereon distributable on the related Distribution Date; second, to the extent of any remaining amounts,
to REMIC I Regular Interests I-1-A through I-59-B in reduction of the portion of the Uncertificated Accrued
Interest distributable thereon on the related Distribution Date, starting with the lowest numerical denomination,
allocated pro rata between such REMIC I Regular Interests in accordance with their Uncertificated Principal
Balances, until the Uncertificated Accrued Interest distributable on the related Distribution Date on either of
such REMIC I Regular Interests is reduced to zero, and thereafter to the remaining the REMIC I Regular Interests
sequentially, in each case subject to and in accordance with the prior allocation provisions; and third, to the
extent of any remaining amounts, to REMIC I Regular Interests I-1-A through I-59-B in reduction of any remaining
portion of the Uncertificated Accrued Interest distributable thereon on the related Distribution Date, starting
with the lowest numerical denomination, allocated pro rata between such REMIC I Regular Interests in accordance
with their Uncertificated Principal Balances, until the Uncertificated Accrued Interest distributable on the
related Distribution Date on both of such REMIC I Regular Interests is reduced to zero, and thereafter to the
remaining REMIC I Regular Interests sequentially, in each case subject to and in accordance with the prior
allocation provisions. For purposes of REMIC II, Deferred Interest shall be allocated to REMIC II Regular
Interest LT1 in reduction of the portion of the Uncertificated Accrued Interest thereon distributable on the
related Distribution Date. In each case any reduction in Uncertificated Accrued Interest on a Uncertificated
REMIC Regular Interest shall result in an increase in the Uncertificated Principal Balance thereof to the extent
of such reduction.
Definitive Certificate: Any definitive, fully registered Certificate.
Determination Date: With respect to any Distribution Date, the second Business Day prior to each
Distribution Date.
Discount Net Mortgage Rate: Not applicable.
Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date
occurs.
Early Termination Date: Shall have the meaning set forth in the Swap Agreement.
Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Excess Bankruptcy Loss: Not applicable.
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 and (B) the Overcollateralization Reduction
Amount, if any, for that Distribution Date.
Excess Fraud Loss: Not applicable.
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.
Excess Special Hazard Loss: Not applicable.
Excess Subordinate Principal Amount: Not applicable.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the
Servicing Fee Rate and the rate per annum at which the Subservicing Fee accrues.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note and indicated on the Mortgage Loan Schedule attached hereto as the "NOTE MARGIN," which percentage
is added to the related Index on each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest
rate to be borne by such Mortgage Loan until the next Adjustment Date.
Index: With respect to any Mortgage Loan and as to any Adjustment Date therefor, the related index as
stated in the related Mortgage Note.
Initial Subordinate Class Percentage: Not applicable.
Interest Accrual Period: With respect to the Distribution Date in February 2007, the period commencing
on the Closing Date and ending on the day immediately preceding the Distribution Date in February 2007, and with
respect to any Distribution Date after the Distribution Date in February 2007, the period commencing on the
Distribution Date in the month immediately preceding the month in which such Distribution Date occurs and ending
on the day immediately preceding such Distribution Date.
Interest Carryforward Amount: With respect to any Class of Class A Certificates or Class M Certificates
and any Distribution Date, the sum of (a) on any Distribution Date on which the Pass-Through Rate is equal to the
Available Funds Rate, the excess, if any, of (i) Accrued Certificate Interest for such Class assuming the Net
Rate Cap for such Distribution Date was equal to the Net WAC Cap Rate over (ii) Accrued Certificate Interest
calculated based on such Available Funds Rate and (b) interest on the amount calculated pursuant to clause (a)
for any prior Distribution Date that remains unreimbursed at the lesser of (x) a per annum rate equal to LIBOR
and the related Margin and (y) the related Net WAC Cap Rate for such Distribution Date.
Interest Distribution Amount: For any Distribution Date, the aggregate of the amounts payable pursuant
to Section 4.02(c)(i).
Interest Only Certificates: None.
Interest Remittance Amount: With respect to any Distribution Date, the portion of the Available
Distribution Amount for such Distribution Date attributable to interest received or advanced with respect to the
Mortgage Loans net of the Expense Fee Rate and net of any Net Swap Payments or Swap Termination Payments not due
to a Swap Counterparty Trigger Event.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate
quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with
Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in London, England are required or authorized to by law to be closed.
LIBOR Certificates: 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.
Liquidation Proceeds: As defined in the Standard Terms but excluding Subsequent Recoveries.
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 and Class M-7 Margin, as applicable.
Marker Rate: With respect to the Class SB Certificates or REMIC III Regular Interest SB-IO and any
Distribution Date, in relation to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, a per annum rate equal to
two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest LT2 and REMIC II Regular Interest LT3.
Maturity Date: February 25, 2037, the Distribution Date in the month of the latest scheduled maturity
date of any Mortgage Loan.
Maximum Mortgage Rate: As to any Mortgage Loan, the per annum rate indicated in Mortgage Loan Schedule
hereto attached hereto 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: As to any Mortgage Loan and any date of determination, the Maximum Mortgage
Rate minus the Expense Fee Rate.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One ( and as
amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists
shall set forth the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate as of origination ("ORIG RATE");
(iv) the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi) the scheduled monthly payment of principal, if any, and interest as of the Cut-off Date
("ORIGINAL P & I" or "CURRENT P & I");
(vii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii) the Maximum Mortgage Rate ("NOTE CEILING");
(ix) the maximum Net Mortgage Rate ("NET CEILING");
(x) the Note Margin ("NOTE MARGIN");
(xi) the Note Margin ("NOTE MARGIN");
(xii) the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii) the rounding of the semi-annual or annual adjustment to the Mortgage Rate ("NOTE METHOD");
(xiv) the Loan-to-Value Ratio at origination ("LTV");
(xv) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xvi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xvii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a
non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of the information
required.
Mortgage 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 each Mortgage Loan 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 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.
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 Rate Cap: With respect to any Class of Class A Certificates and Class M Certificates and any
Distribution Date, the lesser of (i) the Net WAC Cap Rate and (ii) the Available Funds Rate.
Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty or the Supplemental Interest Trust Trustee, on
behalf of the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination
Payment.
Net WAC Cap Rate: With respect to the Offered Certificates and any Distribution Date, a per annum rate
(which will not be less than zero) equal to (i) the product of (a) the weighted average of the Net Mortgage
Rates (or, if applicable, the Modified Net Mortgage Rates) on the Mortgage Loans using the Net Mortgage Rates in
effect for the Monthly Payments due on the Mortgage Loans during the related Due Period, weighted on the basis of
the respective Stated Principal Balances thereof for such Distribution Date, and (b) a fraction the numerator of
which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period
minus (ii) the product of (a) a fraction, expressed as a percentage, the numerator of which is the amount of any
Net Swap Payments or Swap Termination Payment not due to a Swap Counterparty Trigger Event owed to the Swap
Counterparty as of such Distribution Date and the denominator of which is the aggregate Stated Principal Balance
of the Mortgage Loans before giving effect to distributions of principal to be made on that Distribution Date,
and (b) a fraction expressed as a percentage, the numerator of which is 360 and the denominator of which is the
actual number of days in the related Interest Accrual Period.
Note Margin: With respect to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated in Exhibit One hereto as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related Mortgage Note, the Periodic Cap,
the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan
until the next Adjustment Date.
Notional Amount: With respect to any Distribution Date and the Class SB Certificates, 100% of the Stated
Principal Balance of the Mortgage Loans immediately prior to such Distribution Date. For REMIC purposes, with
respect to the Class SB Certificates or REMIC III Regular Interest SB-IO, immediately prior to any Distribution
Date, the aggregate of the Uncertificated Principal Balances of the REMIC II Regular Interests.
Offered Certificates: The Class A Certificates and the Class M Certificates.
Optional Termination Date: Any Distribution Date on or after which the aggregate 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.
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 before taking into account distributions of principal to be made on such Distribution
Date.
Overcollateralization Floor: An amount equal to the product of 0.50% and the Cut-off Date Balance.
Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) Excess
Cash Flow for that Distribution Date (to the extent not used to cover the amounts described in clauses (b)(v) and
(vi) 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 prior to that Distribution Date and (ii) the Principal Remittance
Amount on such Distribution Date.
Pass-Through Rate: With respect to each class of Certificates (other than the Class SB Certificates and
Class R Certificates) and any Distribution Date, the lesser of (i) a per annum rate equal to LIBOR plus the
related Margin for such Distribution Date and (ii) the Net Rate Cap for such Distribution Date.
With respect to the Class SB Certificates or REMIC III Regular Interest SB-IO and any Distribution Date,
a rate per annum 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 II Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class SB Certificates or REMIC III Regular Interest SB-IO, the numerator is equal to the sum of the following
components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4.
Permanent Regulation S Global Offered Certificate: Any one of the Class SB Certificates substantially
in the form of Exhibit Eleven-B hereto, and, in both cases, more fully described in Section 5.02(g) hereof.
Prepayment Assumption: The prepayment assumption to be used for determining the accrual of original
issue discount and premium and market discount on the Certificates for federal income tax purposes, which assumes
a constant prepayment rate of 25% per annum of the then outstanding principal balance of the Mortgage Loans.
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, received in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to which
such Prepayment Charge the Class SB Certificates are entitled, as indicated on the Mortgage Loan Schedule.
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(x) Available Distribution Amount plus the amounts received by the Supplemental Interest Trust Trustee under the
Swap Agreement for that Distribution Date over (y) the Interest Distribution Amount and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the related
Due Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment
Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03,
2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the prior calendar month;
(iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries,
on the Mortgage Loans received (or deemed to have been so received) during the prior calendar month or, in the
case of Principal Prepayments in Full, during the related Prepayment Period, including, without limitation,
Curtailments, Insurance Proceeds, Liquidation Proceeds, REO Proceeds and, except to the extent applied to offset
Deferred Interest, Principal Prepayments, to the extent applied by the Master Servicer as recoveries of principal
pursuant to Section 3.14;
(iv) the lesser of (A) Subsequent Recoveries for such Distribution Date and (B) the principal
portion of any Realized Losses allocated to any class of Offered Certificates on a prior Distribution Date and
remaining unpaid;
(v) the lesser of (a) the sum of (x) the Excess Cash Flow for such Distribution Date (to the extent
not used in clause (iv) above on such Distribution Date) and (y) payments made under the Swap Agreement in
respect of Realized Losses to the extent necessary to maintain the Required Overcollateralization Amount, and (b)
the principal portion of any Realized Losses incurred, or deemed to have been incurred, on any Mortgage Loans in
the calendar month preceding that Distribution Date; and
(vi) the lesser of (a) the sum of (i) the Excess Cash Flow for such Distribution Date, to the extent
not used pursuant to clause (iv) or (v) of this definition on such Distribution Date and (ii) payments made under
the Swap Agreement in respect of Realized Losses to the extent necessary to maintain the Required
Overcollateralization Amount, and (b) the amount of any 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 Only Certificates: None.
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.
Record Date: With respect to each Distribution Date and each Class of Book Entry Certificates, the
Business Day immediately preceding such Distribution Date. With respect to each Class of Definitive
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.
Regular Certificates: The Class A, Class M and Class SB Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or
similar legislation or regulations.
REMIC I: The segregated pool of assets (exclusive of the Supplemental Interest Trust Account, the Swap
Agreement and the SB-AM Swap Agreement), with respect to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files;
(ii) all payments and collections in respect of the Mortgage Loans due after the Cut-off
Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to the Trust Fund;
(iii) property which secured a Mortgage Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policies pertaining to the
Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount: The Available Distribution Amount increased by the amount of any
Net Swap Payment described in clause (b)(z) thereof.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall
be distributed to REMIC II in respect of the REMIC I Regular Interests and the Class R-I Certificates thereof in
the following amounts and priority:
(a) to REMIC I Regular Interest A-I and REMIC I Regular Interest I-1-A through I-59-B, pro
rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution
Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to clause (a)
above, payments of principal shall be allocated as follows: first, to REMIC I Regular Interest A-I until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero and second, to REMIC I
Regular Interests I-1-A through I-59-B starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between
such REMIC I Regular Interests; and
(c) any remaining amounts to the Class R-I Certificates.
REMIC I Interests: The REMIC I Regular Interests and R-I Certificates.
REMIC I Realized Losses: All Realized Losses on the Mortgage Loans shall be allocated first, on each
Distribution Date, to REMIC I Regular Interest A-I until such REMIC I Regular Interest has been reduced to zero.
Second, Realized Losses shall be allocated to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-59-B, starting with the lowest numerical denomination until such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular Interests.
REMIC I Regular Interest. Any of the separate non-certificated beneficial ownership interests in
REMIC I issued hereunder and designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest shall
accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC I Regular Interest A-I: 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 II: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Available Distribution Amount: For any Distribution Date, the amount distributed from REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I Regular Interests.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount
shall be distributed to REMIC III in respect of the REMIC II Regular Interests and the Class R-II Certificates
thereof in the following amounts and priority:
(a) to REMIC II Regular Interest LT-IO, in an amount equal to (i) Uncertificated Accrued
Interest for such REMIC II Regular Interest for such Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to clause (a)
above, to REMIC II Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (i) their
Uncertificated Accrued Interest for such Distribution Date, plus (ii) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
(c) to the extent of amounts remaining after the distributions made pursuant to clauses
(a) and (b) above:
(i) to REMIC II Regular Interests LT2, LT3 and LT4, their
respective Principal Distribution Amounts;
(ii) to REMIC II Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(iii) any remainder to REMIC II Regular Interests LT2, LT3 and
LT4, pro rata according to their respective Uncertificated Principal Balances as
reduced by the distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero; and
(d) to the extent of amounts remaining after the distributions made pursuant to clauses
(a) through (c) above:
(i) first, to each of the REMIC II Regular Interests, pro rata
according to the amount of unreimbursed Realized Losses allocable to principal
previously allocated to each such REMIC II Regular Interest, the aggregate amount of
any distributions to the Certificates as reimbursement of such Realized Losses on such
Distribution Date pursuant to clause (vii) in Section 4.02(c); provided, however, that
any amounts distributed pursuant to this paragraph (d)(i) of this definition of
"REMIC II Distribution Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the REMIC II Regular Interests; and
(ii) second, any remaining amount to the Class R-II Certificates.
REMIC II Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the weighted
average of (x) with respect to REMIC I Regular Interests ending with the designation "B," the weighted average of
the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interests for each such Distribution Date, (y) with
respect to REMIC I Regular Interest A-I, the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest, and (z) with respect to REMIC I Regular Interests ending with the designation "A," for each
Distribution Date listed below, the weighted average of the rates listed below for each such REMIC I Regular
Interest listed below, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
DISTRIBUTION DATE REMIC I REGULAR INTEREST RATE
1 I-1-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2 I-1-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
3 I-2-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A Uncertificated REMIC I Pass-Through Rate
4 I-3-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A Uncertificated REMIC I Pass-Through Rate
5 I-4-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A Uncertificated REMIC I Pass-Through Rate
6 I-5-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A Uncertificated REMIC I Pass-Through Rate
7 I-6-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A Uncertificated REMIC I Pass-Through Rate
8 I-7-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A Uncertificated REMIC I Pass-Through Rate
9 I-8-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A Uncertificated REMIC I Pass-Through Rate
10 I-9-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A Uncertificated REMIC I Pass-Through Rate
11 I-10-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A Uncertificated REMIC I Pass-Through Rate
12 I-11-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A Uncertificated REMIC I Pass-Through Rate
13 I-12-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A Uncertificated REMIC I Pass-Through Rate
14 I-13-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A Uncertificated REMIC I Pass-Through Rate
15 I-14-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A Uncertificated REMIC I Pass-Through Rate
16 I-15-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A Uncertificated REMIC I Pass-Through Rate
17 I-16-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A Uncertificated REMIC I Pass-Through Rate
18 I-17-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A Uncertificated REMIC I Pass-Through Rate
19 I-18-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A Uncertificated REMIC I Pass-Through Rate
20 I-19-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A Uncertificated REMIC I Pass-Through Rate
21 I-20-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A Uncertificated REMIC I Pass-Through Rate
22 I-21-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A Uncertificated REMIC I Pass-Through Rate
23 I-22-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A Uncertificated REMIC I Pass-Through Rate
24 I-23-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A Uncertificated REMIC I Pass-Through Rate
25 I-24-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A Uncertificated REMIC I Pass-Through Rate
26 I-25-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A Uncertificated REMIC I Pass-Through Rate
27 I-26-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A Uncertificated REMIC I Pass-Through Rate
28 I-27-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A Uncertificated REMIC I Pass-Through Rate
29 I-28-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A Uncertificated REMIC I Pass-Through Rate
30 I-29-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A Uncertificated REMIC I Pass-Through Rate
31 I-30-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A Uncertificated REMIC I Pass-Through Rate
32 I-31-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A Uncertificated REMIC I Pass-Through Rate
33 I-32-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A Uncertificated REMIC I Pass-Through Rate
34 I-33-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A Uncertificated REMIC I Pass-Through Rate
35 I-34-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A Uncertificated REMIC I Pass-Through Rate
36 I-35-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A Uncertificated REMIC I Pass-Through Rate
37 I-36-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A Uncertificated REMIC I Pass-Through Rate
38 I-37-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A Uncertificated REMIC I Pass-Through Rate
39 I-38-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A Uncertificated REMIC I Pass-Through Rate
40 I-39-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A Uncertificated REMIC I Pass-Through Rate
41 I-40-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A Uncertificated REMIC I Pass-Through Rate
42 I-41-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A Uncertificated REMIC I Pass-Through Rate
43 I-42-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A Uncertificated REMIC I Pass-Through Rate
44 I-43-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A Uncertificated REMIC I Pass-Through Rate
45 I-44-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A Uncertificated REMIC I Pass-Through Rate
46 I-45-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A Uncertificated REMIC I Pass-Through Rate
47 I-46-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A Uncertificated REMIC I Pass-Through Rate
48 I-47-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A Uncertificated REMIC I Pass-Through Rate
49 I-48-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A Uncertificated REMIC I Pass-Through Rate
50 I-49-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A Uncertificated REMIC I Pass-Through Rate
51 I-50-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A Uncertificated REMIC I Pass-Through Rate
52 I-51-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A Uncertificated REMIC I Pass-Through Rate
53 I-52-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A Uncertificated REMIC I Pass-Through Rate
54 I-53-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-52-A Uncertificated REMIC I Pass-Through Rate
55 I-54-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A Uncertificated REMIC I Pass-Through Rate
56 I-55-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A Uncertificated REMIC I Pass-Through Rate
57 I-56-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A Uncertificated REMIC I Pass-Through Rate
58 I-57-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A Uncertificated REMIC I Pass-Through Rate
59 I-58-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-57-A Uncertificated REMIC I Pass-Through Rate
60 I-59-A through I-59-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A Uncertificated REMIC I Pass-Through Rate
Thereafter I-1-A through I-59-A Uncertificated REMIC I Pass-Through Rate
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal
balances of the REMIC II 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 principal balance of the REMIC II Regular Interest LT1 after distributions on the prior
Distribution Date.
Y2 = the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior
Distribution Date.
Y3 = the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior
Distribution Date.
Y4 = the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior
Distribution Date (note: Y3 = Y4).
(DELTA)Y1 = the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 = the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 = the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 = the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of REMIC II 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 II Regular Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
(DELTA)P = P0 - P1 = the aggregate of the REMIC II 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 REMIC II Net WAC Rate (stated as a monthly rate) after giving effect to amounts distributed
and Realized Losses allocated on the prior Distribution Date.
R1 = the REMIC II Net WAC Rate (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
(alpha) = (Y2 + Y3)/P0. The initial value of (alpha) on the Closing Date for use on the first
Distribution Date shall be 0.0001.
(gamma)0 = the lesser of (A) the sum for all Classes of Certificates other than the Class SB
Certificates and the Class IO Certificates of the product for each Class of (i) the monthly
interest rate (as limited by the REMIC II 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.
(gamma)1 = the lesser of (A) the sum for all Classes of Certificates other than the Class SB
Certificates and Class IO Certificates of the product for each Class of (i) the monthly
interest rate (as limited by the REMIC II Net WAC 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:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative numbers. Otherwise:
(1) If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2) If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II Realized Losses: Realized Losses on the Mortgage Loans shall be allocated to the REMIC II
Regular Interests as follows. The interest portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among REMIC II 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 with respect to Mortgage Loans shall be allocated to the REMIC II Regular Interests as
follows: first, to REMIC II Regular Interests LT2, LT3 and LT4, pro-rata according to their respective REMIC II
Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance of such
REMIC II Regular Interests and, second, the remainder, if any, of such principal portion of such Realized Losses
shall be allocated to REMIC II Regular Interest LT1 in reduction of the Uncertificated Principal Balance thereof.
REMIC II Regular Interests: REMIC II Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II
Regular Interest LT3, REMIC II Regular Interest LT4 and REMIC II Regular Interest LT-IO.
REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.
REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.
REMIC II Regular Interest LT-IO: A regular interest in REMIC II that is held as an asset of REMIC III,
that has no initial principal balance, that bears interest at the related Uncertificated REMIC II Pass-Through
Rate on its Uncertificated Notional Amount, and that has such other terms as are described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC II Regular Interests.
REMIC III Available Distribution Amount: For any Distribution Date, the amount distributed from
REMIC II to REMIC III on such Distribution Date in respect of the REMIC II Regular Interests.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution Amount
shall be deemed distributed to the Class A Certificates and Class M Certificates in respect of the portion of
such Certificates representing ownership of REMIC III Regular Interests, REMIC III Regular Interests SB-IO,
SB-PO and IO and the Class R-III Certificates thereof in the following amounts and priority:
(i) to REMIC IV in respect of REMIC III Regular Interest IO, the amount distributable with respect
to such REMIC III Regular Interest as described in the Preliminary Statement, being paid from and in reduction of
the REMIC III Available Distribution Amount for such Distribution Date;
(ii) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A
Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause
(ii) but remaining unpaid from any prior Distribution Date, being paid from and in reduction of the REMIC III
Available Distribution Amount for such Distribution Date;
(iii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution
Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on the Class M
Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause
(iii) 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 and Class M-7 Certificateholders, in that order, being paid from
and in reduction of the REMIC III Available Distribution Amount for such Distribution Date;
(iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the
principal balance of the REMIC III Regular Interest related to the applicable Certificates in each case to the
extent of the remaining Principal Distribution Amount:
(A) first, the Class A Principal Distribution Amount will be distributed as follows:
concurrently the Class A Principal Distribution Amount to the Class A Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances
thereof are 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; and
(iv) 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;
(v) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment
Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass Through Rate, on a pro rata basis based on unpaid Prepayment Interest
Shortfalls previously allocated thereto;
(vi) to REMIC IV in respect of REMIC III Regular Interests SB-IO and SB-PO, (A) from the amount, if
any, of the REMIC III Available Distribution Amount remaining after the foregoing distributions, the sum of (I)
Accrued Certificate Interest on the Class SB Certificates, (II) the amount of any Overcollateralization Reduction
Amount for such Distribution Date and (III) for any Distribution Date after the Certificate Principal Balance of
each Class of Class A Certificates and Class M Certificates has been reduced to zero, the Overcollateralization
Amount and (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on
the Mortgage Loans during the related Prepayment Period; and
(vii) to the Class R-III Certificateholders, the balance, if any, of the REMIC III Available
Distribution Amount.
REMIC III Regular Interest SB-PO: A separate uncertificated beneficial ownership interest in REMIC III
issued hereunder and designated as a Regular Interest in REMIC III, held as an asset of REMIC IV. REMIC III
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 Overcollateralization Amount
as set forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate uncertificated beneficial ownership interest in REMIC III
issued hereunder and designated as a Regular Interest in REMIC III, held as an asset of REMIC IV. REMIC III
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 III Regular Interest IO: A separate uncertificated beneficial ownership interest in REMIC III
issued hereunder and designated as a Regular Interest in REMIC III, held as an asset of REMIC IV. REMIC III
Regular Interest IO shall have no entitlement to principal, and shall be entitled to distributions of interest
subject to the terms and conditions hereof, in aggregate amount equal to the interest distributable with respect
to REMIC II Regular Interest LT-IO.
REMIC III Regular Interests: REMIC III Regular Interests SB-IO, SB-PO and IO, together with the Class A
Certificates and Class M Certificates exclusive of their respective rights to receive the payment of Basis Risk
Shortfalls and other amounts pursuant to the Swap Agreement and the SB-AM Swap Agreement.
REMIC IV: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of REMIC III Regular Interests SB-IO, SB-PO and IO.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed distributed from
REMIC III to REMIC IV on such Distribution Date in respect of REMIC III Regular Interests SB-IO, SB-PO and IO
pursuant to the definition of REMIC III Distribution Amount.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution Amount
shall be deemed distributed by REMIC IV to the holders of the Class SB Certificates on account of REMIC IV
Regular Interest SB and to the Supplemental Interest Trust Account on account of REMIC IV Regular Interest IO.
REMIC IV Regular Interests: The separate beneficial ownership interests in REMIC IV issued hereunder and
designated as a "regular interest" in REMIC IV, the ownership of which is evidenced by the Class SB Certificates.
The REMIC IV Regular Interests shall be entitled to distributions of interest and principal, subject to the
terms and conditions hereof, as set forth in the Preliminary Statement hereto.
Required Overcollateralization Amount: With respect to any Distribution Date (i) prior to the Stepdown
Date, an amount equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date; (ii) on or after the Stepdown Date but prior to the Distribution Date in February 2013, provided a Trigger
Event is not in effect, the greater of (x) 1.25% of the outstanding aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions made on that Distribution Date and (y) the
Overcollateralization Floor; (iii) on or after the Stepdown Date and on or after the Distribution Date in
February 2013, provided a Trigger Event is not in effect, the greater of (x) 1.00% of the outstanding aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions made on that Distribution
Date and (y) the Overcollateralization Floor; and (iv) on or after the Stepdown Date if a Trigger Event is in
effect, the Required Overcollateralization Amount for the immediately preceding Distribution Date; provided that
the Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each
rating agency that the reduction will not reduce the ratings assigned to the Class A Certificates and Class M
Certificates by that rating agency below the lower of the then-current ratings or the ratings assigned to those
certificates as of the closing date by that rating agency.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
Rule 144A Global Offered Certificate: Any one of the Class SB Certificates substantially in the form
annexed to the Standard Terms as Exhibit C-II, as more fully described in Section 5.02(g) hereof.
SB-AM Swap Agreement: The interest rate swap agreement between the Supplement Interest Trust Trustee, on
behalf of the Class A Certificateholders and Class M Certificateholders, and the Supplement Interest Trust
Trustee, on behalf of the Class SB Certificateholders, evidenced by the confirmation attached hereto as Exhibit
Five and incorporated herein by reference.
Senior Certificate: Any one of the Class A Certificates.
Senior Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and (ii) the
Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such
Distribution Date, by (y) the aggregated Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date on or after the Stepdown Date,
the arithmetic average, for each of the three consecutive 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 the applicable Due Date
preceding that Distribution Date, including Mortgage Loans in foreclosure, REO Properties and Mortgage Loans in
bankruptcy over (y) the aggregate Stated Principal Balance of all of the Mortgage Loans immediately preceding
that Distribution Date.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, and as of any date
of determination, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan plus (b) any amount
by which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification and (c) any amount by which the Stated Principal Balance of the Mortgage Loan has been increased for
Deferred Interest pursuant to the terms of the related Mortgage Note on or prior to the Distribution Date, 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: The earlier to occur of (1) the Distribution Date immediately following the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero
and (2) the later to occur of (x) the Distribution Date in February 2010 and (y) the first Distribution Date on
which the Senior Enhancement Percentage is greater than or equal to (a) on any Distribution Date prior to the
Distribution Date in February 2013, 13.875% and (b) on any Distribution Date on or after the Distribution Date in
February 2013, 11.100%.
Subordination Percentage: With respect to each class of Class A Certificates and Class M Certificates,
the respective approximate percentage set forth in the table below:
Class Percentage (1) Percentage (2)
A 86.125% 88.900%
M-1 91.375% 93.100%
M-2 92.750% 94.200%
M-3 94.000% 95.200%
M-4 95.375% 96.300%
M-5 96.625% 97.300%
M-6 97.500% 98.000%
M-7 98.750% 99.000%
(1) For any Distribution Date prior to the Distribution Date in February 2013.
(2) For any Distribution Date in February 2013 or thereafter.
Supplemental Interest Trust: The separate trust created and maintained by the Supplemental Interest
Trust Trustee pursuant to Section 4.09(a). The primary activities of the Supplemental Interest Trust created
pursuant to this Agreement shall be:
(i) entering into and holding the Swap Agreement and the SB-AM Swap Agreement;
(ii) receiving collections or making payments with respect to the Swap Agreement and the
SB-AM Swap Agreement; and
(iii) engaging in other activities that are necessary or incidental to accomplish these
limited purposes, which activities cannot be contrary to the status of the Supplemental Interest Trust
as a qualified special purpose entity under existing accounting literature.
Supplemental Interest Trust Account: The separate account created and maintained pursuant to Section
4.09(a) hereof, which shall be entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee, in trust for the Bear
Xxxxxxx Financial Products Inc." and which must be an Eligible Account.
Supplemental Interest Trust Trustee: Deutsche Bank Trust Company Americas, a New York banking
corporation, not in its individual capacity, but solely in its capacity as trustee of the Supplemental Interest
Trust, and any successor thereto, and any corporation or national banking association resulting from or surviving
any consolidation or merger to which it or its successors may be a party and any successor trustee as may from
time to time be serving as successor trustee hereunder.
Swap Agreement: The interest rate swap agreement between the Swap Counterparty and the Supplemental
Interest Trust Trustee, on behalf of the Supplemental Interest Trust, which agreement provides for Net Swap
Payments and Swap Termination Payments to be paid, as provided therein, together with any schedules,
confirmations or other agreements relating thereto, attached hereto as Exhibit Four.
Swap Agreement Event of Default: Shall have the same meaning given the term "Event of Default" in the
Swap Agreement.
Swap Agreement Notional Balance: As to the Swap Agreement and each Floating Rate Payer Payment Date and
Fixed Rate Payer Payment Date (each as defined in the Swap Agreement) the amount set forth on Schedule I to the
Swap Agreement for such Floating Rate Payer Payment Date and Fixed Rate Payer Payment Date.
Swap Counterparty: The swap counterparty under the Swap Agreement either (a) entitled to receive
payments from the Supplemental Interest Trust Trustee from amounts payable by the Supplemental Interest Trust
under this Agreement or (b) required to make payments to the Supplemental Interest Trust Trustee for payment to
the Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and any successor in
interest or assign. Initially, the Swap Counterparty shall be Bear Xxxxxxx Financial Products Inc.
Swap Counterparty Trigger Event: With respect to any Distribution Date, (i) an Event of Default under
the Swap Agreement with respect to which the Swap Counterparty is a Defaulting Party, (ii) a Termination Event
(other than Illegality or Tax Event) under the Swap Agreement with respect to which the Swap Counterparty is the
sole Affected Party, or (iii) an additional termination event under the Swap Agreement with respect to which the
Swap Counterparty is the sole Affected Party.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement; provided that with respect to the
Distribution Date in February 2007 and for federal income tax purposes only, Swap LIBOR shall be deemed to be
equal to 5.12%.
Swap Termination Payment: Upon the occurrence of an Early Termination Date, the payment to be made by
the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust to the Swap Counterparty
from payments from the Supplemental Interest Trust, or by the Swap Counterparty to the Supplemental Interest
Trust Trustee for payment to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap
Agreement.
Temporary Regulation S Global Offered Certificate: Any one of the Class SB Certificates substantially
in the form of Exhibit Eleven-C hereto, and, in both cases, more fully described in Section 5.02(g) hereof.
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date if (a) the Sixty-Plus
Delinquency Percentage, as determined on that Distribution Date, exceeds 40.00% of the Senior Enhancement
Percentage for that Distribution Date or (b) the aggregate amount of Realized Losses on the Mortgage Loans as a
percentage of the initial aggregate Stated Principal Balance as of the Cut-off Date exceeds the applicable amount
set forth below:
o February 2009 to January 2010: 0.150% with respect to February 2009, plus an additional 1/12th of
0.250% for each month through January 2010.
o February 2010 to January 2011: 0.400% with respect to February 2010, plus an additional 1/12th of
0.300% for each month through January 2011.
o February 2011 to January 2012: 0.700% with respect to February 2011, plus an additional 1/12th of
0.250% for each month through January 2012.
o February 2012 to January 2013: .950% with respect to February 2012, plus an additional 1/12th of
0.400% for each month through January 2013.
o February 2013 to January 2014: 1.350% with respect to February 2013, plus an additional 1/12th of
0.100% for each month January 2014.
o February 2014 and thereafter: 1.450%.
2007-QH1 REMIC: Any of REMIC I, REMIC II, REMIC III or REMIC IV, as the case may be.
Uncertificated Accrued Interest: With respect to any Uncertificated REMIC Regular Interests for any
Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution
Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable,
immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated REMIC Regular
Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution
Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating
Interest) shall be allocated among REMIC I Regular Interests, pro rata, based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating Interest)
shall be allocated among the REMIC II Regular Interests, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. Uncertificated Interest on REMIC III
Regular Interest SB-PO shall be zero. Uncertificated Accrued Interest on REMIC III Regular Interest SB-IO for
each Distribution Date shall equal Accrued Certificate Interest for the Class SB Certificates.
Uncertificated Notional Amount: With respect to the Class SB Certificates or REMIC III Regular Interest
SB-IO, immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal Balances of the
REMIC II Regular Interests.
With respect to REMIC II Regular Interest LT-IO and each Distribution Date listed below, the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests ending with the designation "A" listed below:
DISTRIBUTION DATE REMIC I REGULAR INTERESTS
1 I-1-A through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through I-59-A
4 I-3-A through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through X-00-X
0 X-0-X xxxxxxx X-00-X
0 X-0-X through X-00-X
0 X-0-X xxxxxxx X-00-X
00 X-0-X through I-59-A
11 I-10-A through I-59-A
12 I-11-A through I-59-A
13 I-12-A through I-59-A
14 I-13-A through I-59-A
15 I-14-A through I-59-A
16 I-15-A through I-59-A
17 I-16-A through I-59-A
18 I-17-A through I-59-A
19 I-18-A through I-59-A
20 I-19-A through I-59-A
21 I-20-A through I-59-A
22 I-21-A through I-59-A
23 I-22-A through I-59-A
24 I-23-A through I-59-A
25 I-24-A through I-59-A
26 I-25-A through I-59-A
27 I-26-A through I-59-A
28 I-27-A through I-59-A
29 I-28-A through I-59-A
30 I-29-A through I-59-A
31 I-30-A through I-59-A
32 I-31-A through I-59-A
33 I-32-A through I-59-A
34 I-33-A through I-59-A
35 I-34-A through I-59-A
36 I-35-A through I-59-A
37 I-36-A through I-59-A
38 I-37-A through I-59-A
39 I-38-A through I-59-A
40 I-39-A through I-59-A
41 I-40-A through I-59-A
42 I-41-A through I-59-A
43 I-42-A through I-59-A
44 I-43-A through I-59-A
45 I-44-A through I-59-A
46 I-45-A through I-59-A
47 I-46-A through I-59-A
48 I-47-A through I-59-A
49 I-48-A through I-59-A
50 I-49-A through I-59-A
51 I-50-A through I-59-A
52 I-51-A through I-59-A
53 I-52-A through I-59-A
54 I-53-A through I-59-A
55 I-54-A through I-59-A
56 I-55-A through I-59-A
57 I-56-A through I-59-A
58 I-57-A through I-59-A
59 I-58-A through I-59-A
60 I-59-A
thereafter $0.00
With respect to REMIC III Regular Interest IO, immediately prior to any Distribution Date, an amount
equal to the Uncertificated Notional Amount of REMIC II Regular Interest LT-IO.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the Uncertificated
REMIC II Pass-Through Rate, as applicable
Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest
outstanding as of any date of determination. The Uncertificated Principal Balance of each Uncertificated Regular
Interest shall be reduced first by Realized Losses allocated thereto by the definition of REMIC I Realized Losses
or REMIC II Realized Losses, as applicable, and by all distributions of principal deemed made on such
Uncertificated Regular Interest on such Distribution Date. The Uncertificated Principal Balance of each
Uncertificated Regular Interest shall never be less than zero. With respect to REMIC III 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 Regular Interests: The REMIC I Regular Interests, the REMIC II Regular Interests
and REMIC III Regular Interests SB-IO, SB-PO and IO.
Uncertificated REMIC I Pass-Through Rate: With respect to each REMIC I Regular Interest ending with the
designation "A", a per annum rate equal to the weighted average Net Mortgage Rate of the Mortgage Loans
multiplied by two (2), subject to a maximum rate of 10.24%. With respect to each REMIC I Regular Interest ending
with the designation "B", the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by
the weighted average Net Mortgage Rate of the Mortgage Loans over (ii) 10.24% and (y) 0.00000%. With respect to
REMIC I Regular Interest A-I, the weighted average of the Net Mortgage Rates of the Mortgage Loans.
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and (i) REMIC II
Regular Interests LT1 and LT2, the REMIC II Net WAC Rate, (ii) REMIC II Regular Interest LT3, zero (0.00%), (iii)
REMIC II Regular Interest LT4, twice the REMIC II Net WAC Rate, and (iv) REMIC II Regular Interest LT-IO, the
excess of (i) the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests
ending with the designation "A", over (ii) 2 multiplied by Swap LIBOR.
Underwriter: Xxxxxxx, Xxxxx & Co.
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 Dow Xxxxx Telerate Screen Page 3750 as of 11:00 a.m., London time, on
such LIBOR Rate Adjustment Date. "Dow Xxxxx Telerate Screen Page 3750" means the display designated as page 3750
on the 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 will request the principal London office of each of the reference banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations
rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested,
the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by
the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for
loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be
obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the
third consecutive Distribution Date, the Trustee, after consultation with the Master Servicer, shall select an
alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and
the Master Servicer's subsequent calculation of the Pass-Through Rate 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 will supply to any
Certificateholder so requesting by telephone by calling (000) 000-0000 the Pass-Through Rate on the LIBOR
Certificates for the current and the immediately preceding Interest Accrual Period.
Notwithstanding the foregoing, for the purpose of determining the amount of any payment to be made under
the Swap Agreement, LIBOR will be calculated as provided in the Swap Agreement.
SECTION 1.03. USE OF WORDS AND PHRASES.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words
refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or
Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS. (See Section 2.01 of the Standard Terms.)
SECTION 2.02. ACCEPTANCE BY TRUSTEE. (See Section 2.02 of the Standard Terms.)
SECTION 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE COMPANY.
(A) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the
Standard Terms.
(B) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as
of the Closing Date (or, if otherwise specified below, as of the date so specified):
(I) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off
Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to
the Cut-off Date;
(II) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, is true and correct in all material respects at the date or dates
respecting which such information is furnished;
(III) The Mortgage Loans are payment-option adjustable-rate mortgage loans with a negative amortization
feature with Monthly Payments due, with respect to a majority of the Mortgage Loans, on the
first day of each month and terms to maturity at origination or modification of not more than
30 years;
(IV) To the best of the Company's knowledge, except with respect to two Mortgage Loans, representing no more
than 3.1% of the aggregate Stated Principal Balance of the Mortgage Loans, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%,
such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 35%
of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio
is between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the Mortgage
Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 25%
of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 12% of
such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the
Company's knowledge, each such Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder;
(V) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(VI) No more than 1.2% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area in California, and no more
than 0.4% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip code area outside California;
(VII) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as
required by the Program Guide, including flood insurance if required under the National Flood
Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such
casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's
expense and to seek reimbursement therefor from the Mortgagor;
(VIII) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
or security interest (other than rights to servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of
any pledge, lien, encumbrance or security interest;
(IX) No more than 89.30% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date
were underwritten under a reduced loan documentation program, none of the Mortgage Loans as of
the Cut-off Date were underwritten under a no-stated income program, and none of the Mortgage
Loans as of the Cut-off Date were underwritten under a no income/no asset program;
(X) Except with respect to no more than 8.87% of the Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date, the Mortgagor represented in its loan application with respect to the
related Mortgage Loan that the Mortgaged Property would be owner-occupied;
(XI) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(XII) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section
1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a
"qualified mortgage" notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7) and (9);
(XIII) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect, unless the Mortgaged Properties are located in
the State of Iowa and an attorney's certificate has been provided as described in the Program
Guide;
(XIV) No Mortgage Loan is a Cooperative Loan;
(XV) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a) the value of the
related Mortgaged Property as of the date the Mortgage Loan was originated was not less than
the appraised value of such property at the time of origination of the refinanced Mortgage Loan
or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the
Mortgage Loan generally meets the Company's underwriting guidelines;
(XVI) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day
months;
(XVII) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note;
(XVIII) None of the Mortgage Loans have been made to International Borrowers;
(XIX) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any
foreign (non-United States) sovereign government; and
(XX) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage Loans are Pledged
Asset Loans.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Company, 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) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the
party discovering such breach shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed
that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as
to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on behalf of the Certificateholders.
SECTION 2.04. REPRESENTATIONS AND WARRANTIES OF RESIDENTIAL FUNDING. (See section 2.04 of the Standard
Terms.)
SECTION 2.05. EXECUTION AND AUTHENTICATION OF CERTIFICATES/ISSUANCE OF CERTIFICATES EVIDENCING INTERESTS IN
REMICS.
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 and/or the applicable REMIC, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written
request of the Company executed by an officer of the Company, has executed and caused to be authenticated and
delivered to or upon the order of the Company the Class R-I Certificates in authorized denominations which,
together with the REMIC I Regular Interests, evidence the beneficial interest in REMIC I, and the Class R-II
Certificates in authorized denominations which, together with the REMIC II Regular Interests, evidence the
beneficial interest in REMIC II.
SECTION 2.06. CONVEYANCE OF UNCERTIFICATED REMIC REGULAR INTERESTS; ACCEPTANCE BY THE TRUSTEE.
The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does
hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated
REMIC Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than
the Class R-I Certificates and Class R-II Certificates, and with respect to the REMIC III Regular Interests
SB-IO, SB-PO and IO, the Class R-III Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC
Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of
all present and future Holders of each Class of Certificates (other than the Class R-I Certificates and Class
R-II Certificates, and with respect to the REMIC III Regular Interests SB-IO, SB-PO and IO, the Class R-III
Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I and R-II
Certificates) to receive distributions from the proceeds of REMIC III and the Holders of the Class SB
Certificates and the Class R-X Certificates to receive distributions from the proceeds of REMIC IV in respect of
such Classes, and all ownership interests of the Holders of such Classes in such distributions, shall be as set
forth in this Agreement.
SECTION 2.07. ISSUANCE OF CERTIFICATES EVIDENCING INTEREST IN REMIC III AND REMIC IV.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC Regular Interests, and,
concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an
officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the
order of the Company, (i) all Classes of Certificates (other than the Class R-I Certificates, the Class R-II
Certificates and Class SB Certificates) in authorized denominations, which, together with the REMIC III Regular
Interests SB-IO, SB-PO and IO, evidence the beneficial interests in the entire REMIC III, and the Class SB
Certificates and Class R-X Certificates which evidence the beneficial interests in the entire REMIC IV.
SECTION 2.08. PURPOSES AND POWERS OF THE TRUST. (See Section 2.08 of the Standard Terms.)
SECTION 2.09. AGREEMENT REGARDING ABILITY TO DISCLOSE.
The Company, the Master Servicer and the Trustee hereby agree, notwithstanding any other express or
implied agreement to the contrary, that any and all Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph, the terms "tax treatment" and "tax structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. MASTER SERVICER TO ACT AS SERVICER. (See Section 3.01 of the Standard Terms.)
SECTION 3.02. SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS'
AND SELLERS' OBLIGATIONS. (See Section 3.02 of the Standard Terms.)
SECTION 3.03. SUCCESSOR SUBSERVICERS. (See Section 3.03 of the Standard Terms.)
SECTION 3.04. LIABILITY OF THE MASTER SERVICER. (See Section 3.04 of the Standard Terms.)
SECTION 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR CERTIFICATEHOLDERS. (See
Section 3.05 of the Standard Terms)
SECTION 3.06. ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE. (See Section 3.06 of the
Standard Terms)
SECTION 3.07. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSIT TO CUSTODIAL ACCOUNT.
(A) (See Section 3.07(a) of the Standard Terms.)
(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 principal and interest on the Mortgage Loans due on or
before 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
Buydown Funds, if any, and 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 Compliance With Laws Representation 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;
(V) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21;
(VI) All amounts transferred from the Certificate Account to the Custodial Account in accordance with Section
4.02(a);
(VII) Any amounts realized by the Subservicer and received by the Master Servicer in respect of any Additional
Collateral;
(VIII) Any amounts received by the Master Servicer in respect of Pledged Assets; and
(IX) Any amounts received by the Master Servicer in connection with any Prepayment Charges on the Prepayment
Charge Loans.
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 payments in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date) and payments or collections in the nature 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 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) (See Section 3.07(c) of the Standard Terms.)
(D) (See Section 3.07(d) of the Standard Terms.)
(E) Notwithstanding Section 3.07(a), The Master Servicer shall not waive (or permit a Subservicer to waive)
any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty
is enforced, (iii) the collectability thereof shall have been limited due to acceleration in connection with a
foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar
Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment
of the Master Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment
Charge and the related Mortgage Loan. In no event will the Master Servicer waive a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable
default. If a Prepayment Charge is waived, but does not meet the standards described above, then the Master
Servicer is required to deposit into the Custodial Account the amount of such waived Prepayment Charge at the
time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial
Account. Notwithstanding any other provisions of this Agreement, any payments made by the Master Servicer in
respect of any waived Prepayment Charges pursuant to this Section shall be deemed to be paid outside of the Trust
Fund and not part of any REMIC.
SECTION 3.08. SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS. (See Section 3.08 of the Standard Terms.)
SECTION 3.09. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE MORTGAGE LOANS. (See Section
3.09 of the Standard Terms.)
SECTION 3.10. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT. (See Section 3.10 of the Standard Terms.)
SECTION 3.11. MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS THEREUNDER. (See Section 3.11 of
the Standard Terms.)
SECTION 3.12. MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY COVERAGE. (See Section 3.12 of the
Standard Terms.)
SECTION 3.13. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION AGREEMENTS; CERTAIN
Assignments. (See Section 3.13 of the Standard Terms)
SECTION 3.14. REALIZATION UPON DEFAULTED MORTGAGE LOANS. (See Section 3.14 of the Standard Terms.)
SECTION 3.15. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. (See Section 3.15 of the Standard Terms.)
SECTION 3.16. SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST.
(A) (See Section 3.16(a) of the Standard Terms.)
(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 (but not including Prepayment
Charges) 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) (See Section 3.16(c) of the Standard Terms.)
(D) (See Section 3.16(d) of the Standard Terms.)
(E) (See Section 3.16(e) of the Standard Terms.)
SECTION 3.17. REPORTS TO THE TRUSTEE AND THE COMPANY. (See Section 3.17 of the Standard Terms.)
SECTION 3.18. ANNUAL STATEMENT AS TO COMPLIANCE. (See Section 3.18 of the Standard Terms.)
SECTION 3.19. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. (See Section 3.19 of the Standard
Terms.)
SECTION 3.20. RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER. (See Section 3.20 of the Standard
Terms.)
SECTION 3.21. ADMINISTRATION OF BUYDOWN FUNDS. (See Section 3.21 of the Standard Terms.)
SECTION 3.22. ADVANCE FACILITY. (See Section 3.22 of the Standard Terms.)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. CERTIFICATE ACCOUNT. (See Section 4.01 of the Standard Terms.)
(A) The Master Servicer on behalf 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) all other amounts constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
On or prior to the Business Day immediately following each Determination Date, the Master
Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the
Supplemental Interest Trust Trustee in writing of the amount so calculated.
(B) (See Section 4.01 of the Standard Terms.)
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 to the extent on deposit in the Certificate Account for such date to
the interests issued in respect of REMIC I, REMIC II, REMIC III and REMIC IV, as specified in this Section.
(B) (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth
in the definition thereof.
(2) On each Distribution Date, the REMIC II Distribution Amount shall be
distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests in the amounts and with the
priorities set forth in the definition thereof.
(3) On each Distribution Date, the REMIC III Distribution Amount shall be deemed
to have been distributed by REMIC III to the Certificateholders (other than the Class SB Certificateholders) on
account of the REMIC III Regular Interests represented thereby and to REMIC IV on account of REMIC III Regular
Interests SB-IO, SB-PO and IO in the amounts and with the priorities set forth in the definition thereof.
(4) On each Distribution Date, the REMIC IV Distribution Amount shall be deemed
to have been distributed by REMIC IV to the Class SB Certificateholders on account of the REMIC IV Regular
Interests as set forth in the definition thereof.
(5) On each Distribution Date, the amount, if any, deemed received by the holders
of the Class SB Certificates in respect of REMIC IV Regular Interest IO and under the SB-AM Swap Agreement shall
be deemed to have been paid on behalf of the Class SB Certificates by the Trustee pursuant to Section 4.09 in
respect of the Net Swap Payment owed to the Swap Counterparty. On each Distribution Date, the amount, if any,
received by the Trustee from the Swap Counterparty in respect of the Swap Agreement shall be deemed to have been
received by the Supplemental Interest Trust Trustee on behalf of the Class SB Certificates. On each Distribution
Date, amounts paid to the Class A Certificates and Class M Certificates pursuant to Section 4.02(c)(v) in respect
of Basis Risk Shortfall shall be deemed to have been paid by the Class SB Certificateholder pursuant to the SB-AM
Swap Agreement.
(6) 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 and the Supplemental Interest Trust Trustee, shall distribute to each Certificateholder
of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms
respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share 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 order of priority set forth below, in each case to the extent of the Available
Distribution Amount on deposit in the Certificate Account (except, with respect to clause (x)(B) below, to the
extent of Prepayment Charges on deposit in the Certificate Account). Distributions of amounts received under the
Swap Agreement will be made in accordance with Section 4.09.
(I) The Interest Distribution Amount, sequentially:
(A) first, to the Class A-1, Class A-2 and Class A-3 Certificates,
Accrued Certificate Interest due thereon for such Distribution Date plus any Accrued
Certificate Interest due thereon remaining unpaid from any prior Distribution Date, together
with interest thereon at the related Pass-Through Rate in effect for such Distribution Date, on
a pro rata basis in accordance with the Accrued Certificate Interest and any interest thereon
due to each such class;
(B) second, to the Class M-1 Certificates, Accrued Certificate Interest
due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon
remaining unpaid from any prior Distribution Date, together with interest thereon at the
related Pass-Through Rate in effect for such Distribution Date;
(C) third, to the Class M-2 Certificates Accrued Certificate Interest due
thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining
unpaid from any prior Distribution Date, together with interest thereon at the related
Pass-Through Rate in effect for such Distribution Date;
(D) fourth, to the Class M-3 Certificates Accrued Certificate Interest
due thereon for such Distribution Date plus any related Accrued Certificate Interest due
thereon remaining unpaid from any prior Distribution Date, together with interest thereon at
the related Pass-Through Rate in effect for such Distribution Date;
(E) fifth, to the Class M-4 Certificates, Accrued Certificate Interest
due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon
remaining unpaid from any prior Distribution Date, together with interest thereon at the
related Pass-Through Rate in effect for such Distribution Date;
(F) sixth, to the Class M-5 Certificates Accrued Certificate Interest due
thereon for such Distribution Date plus any Accrued Certificate Interest due thereon remaining
unpaid from any prior Distribution Date, together with interest thereon at the related
Pass-Through Rate in effect for such Distribution Date;
(G) seventh, to the Class M-6 Certificates Accrued Certificate Interest
due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon
remaining unpaid from any prior Distribution Date, together with interest thereon at the
related Pass-Through Rate in effect for such Distribution Date; and
(H) eighth, to the Class M-7 Certificates Accrued Certificate Interest
due thereon for such Distribution Date plus any Accrued Certificate Interest due thereon
remaining unpaid from any prior Distribution Date, together with interest thereon at the
related Pass-Through Rate in effect for such Distribution Date;
(II) to the Class A Certificateholders and the Class M Certificateholders from the amount, if any, of
Available Distribution Amount remaining after the foregoing distributions, the Principal
Distribution Amount, which amount shall be allocated in the manner and priority set forth in
Section 4.02(d), until the aggregate Certificate Principal Balance of each Class of Class A
Certificates and Class M Certificates has been reduced to zero;
(III) to the Class A Certificateholders, Class M Certificateholders from the amount, if any, of Excess Cash
Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Mortgage Loans for that Distribution Date, to the extent not
covered by Compensating Interest on such Distribution Date, which amount shall be allocated to
the Class A Certificateholders and Class M Certificateholders on a pro rata basis, based on the
amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date;
(IV) to the Class A Certificateholders and Class M Certificateholders from the amount, if any, of Excess Cash
Flow remaining after the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rate in effect for such Distribution Date, which
amount shall be allocated to the Class A Certificateholders and Class M Certificateholders on a
pro rata basis, based on the amount of Prepayment Interest Shortfalls remaining unpaid;
(V) to the Holders of the Class A Certificates, pro rata, and then sequentially to the Class X-0, Xxxxx X-0,
Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificateholders, in that order, any
Interest Carryforward Amounts allocated thereto that remain unreimbursed;
(VI) to the Class A Certificates and Class M Certificates from the amount, if any, of Excess Cash Flow
remaining after the foregoing distributions the amount of any Basis Risk Shortfall on such
Certificates, which amount shall be allocated first, to the Class A Certificates on a pro rata
basis, based on their respective Basis Risk Shortfall for such Distribution Date, and then,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and
Class M-7 Certificateholders, in that order;
(VII) to pay the Holders of the Class A Certificates and Class M Certificates, on a pro rata basis, based on
Relief Act Shortfalls allocated thereto for such Distribution Date, the amount of any Relief
Act Shortfalls allocated thereto with respect to the Mortgage Loans for such Distribution Date,
(VIII) to the Class A-2, Class A-3, and Class M Certificateholders, the principal portion of any Realized
Losses previously allocated to those Certificates and remaining unreimbursed, which amount
shall be allocated sequentially, to the Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificateholders, in that order;
(IX) to the Supplemental Interest Trust Account for payment to the Swap Counterparty, any Swap Termination
Payments due to a Swap Counterparty Trigger Event;
(X) to the Class SB Certificates, (A) from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the sum of (I) Accrued Certificate Interest
thereon, (II) the amount of any Overcollateralization Reduction Amount for such Distribution
Date and (III) for any Distribution Date after the Certificate Principal Balance of each Class
A Certificate and Class M Certificate 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.
(XI) to the Class R Certificateholders, the balance, if any, of the Available Distribution Amount.
All payments of amounts in respect of Basis Risk Shortfalls made pursuant to Section 4.02(c)(vi) shall,
for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holders of the Class SB
Certificates and then paid outside of any REMIC to the recipients thereof pursuant to an interest rate cap
contract. By accepting their Certificates the Holders of the Certificates agree to treat such payments in the
manner described in the preceding sentence for purposes of filing their income tax returns.
(D) The Principal Distribution Amount payable to the Class A Certificateholders and the Class M
Certificateholders shall be distributed as follows:
(I) first, the Class A Principal Distribution Amount shall be distributed concurrently, on a pro rata basis,
in accordance with their respective Certificate Principal Balances, to the Class A-1, Class A-2
and Class A-3 Certificates, until the Certificate Principal Balances thereof have been reduced
to zero;
(II) second, the Class M-1 Principal Distribution Amount shall be distributed to the Class M-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
(III) third, the Class M-2 Principal Distribution Amount shall be distributed to the Class M-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
(IV) fourth, the Class M-3 Principal Distribution Amount shall be distributed to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
(V) fifth, the Class M-4 Principal Distribution Amount shall be distributed to the Class M-4 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
(VI) sixth, the Class M-5 Principal Distribution Amount shall be distributed to the Class M-5 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
(VII) seventh, the Class M-6 Principal Distribution Amount shall be distributed to the Class M-6 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; and
(VIII) eighth, the Class M-7 Principal Distribution Amount shall be distributed to the Class M-7 Certificates
until the Certificate Principal Balance thereof has been reduced to zero.
(E) Notwithstanding the foregoing clauses (c) and (d), upon the reduction of the Certificate Principal
Balance of a Class of Class A Certificates or Class M Certificates to zero, such Class of Certificates will not
be entitled to further distributions pursuant to Section 4.02, including, without limitation, the payment of
current and unreimbursed Prepayment Interest Shortfalls pursuant to clauses (c)(iii) and (iv) and Basis Risk
Shortfall pursuant to clause (c)(vi).
(F) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor.
(G) Except as otherwise provided in Section 9.01 of the Standard Terms, if the Master Servicer anticipates
that a final distribution with respect to any Class of Certificates will be made on a future Distribution Date,
the Master Servicer shall, no later than 40 days prior to such final Distribution Date, notify the Trustee and
the Trustee shall, not earlier than the 15th day and not later than the 25th day of the month next preceding the
month of such final distribution, distribute, or cause to be distributed, to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of
such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) herein do not surrender
their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such
Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d) of the Standard Terms.
(H) On the initial Distribution Date, Basis Risk Shortfall amounts with respect to the initial Distribution
Date, if any, will be paid to the Holders of the Class A Certificates and Class M Certificates, pro rata, based
on the amount of Basis Risk Shortfalls for such Classes.
SECTION 4.03. STATEMENTS TO CERTIFICATEHOLDERS; STATEMENTS TO THE 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 either forward by mail
or make available to each Holder and the Company, via the Trustee's internet website, a statement (and at its
option, any additional files containing the same information in an alternative format) setting forth information
as to each Class of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or more Loan
Groups, each Loan Group, to the extent applicable. This statement will include the information set forth in
Exhibit 2 of this Agreement. The Trustee shall mail to each Holder that requests a paper copy by telephone a
paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this Section
provided that such procedures are no less convenient for the Certificateholders. The Trustee shall provide prior
notification to the Company, the Master Servicer and the Certificateholders regarding any such modification. In
addition, 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 as Exhibit Q to the Standard Terms 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) (See Section 4.03(b) of the Standard Terms.)
(C) (See Section 4.03(c) of the Standard Terms.)
(D) (See Section 4.03(d) of the Standard Terms.)
(E) (See Section 4.03(e) of the Standard Terms.)
(F) (See Section 4.03(f) of the Standard Terms.)
(G) (See Section 4.03(g) of the Standard Terms.)
(H) (See Section 4.03(h) of the Standard Terms.)
(I) (See Section 4.03(i) of the Standard Terms.)
SECTION 4.04. DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY THE MASTER SERVICER. (See
Section 4.04 of the Standard Terms.)
SECTION 4.05. ALLOCATION OF REALIZED LOSSES.
(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. All Realized Losses on
the Mortgage Loans shall be allocated as follows:
first, to the Excess Cash Flow as part of the Principal Distribution Amount as provided in Section
4.02(c), to the extent of the Excess Cash Flow for such Distribution Date;
second, to Net Swap Payments received by the Supplemental Interest Trust on that Distribution Date;
third, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero;
fourth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
fifth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
sixth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
seventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
eighth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
tenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
eleventh, to the Class A-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
twelfth, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero.
No Realized Losses will be allocated to the Class A-1 Certificates.
(B) Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the
Class M Certificates on any Distribution Date 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, until
the Certificate Principal Balance thereof has been reduced to zero; 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) to any Class of Class M Certificates on any Distribution Date
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). 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.
(C) Realized Losses shall be allocated among the REMIC I Regular Interests pursuant to the definition of
REMIC I Realized Losses and the REMIC II Regular Interests pursuant to the definition of REMIC II Realized Losses.
(D) 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 in accordance with the Notional Amount
thereof. Realized Losses allocated to the Class SB Certificates shall, to the extent such Realized Losses
represent Realized Losses on an interest portion, be allocated to REMIC III Regular Interest SB-IO. Realized
Losses allocated to the Excess Cash Flow pursuant to paragraph (b) of this Section shall be deemed to reduce
Accrued Certificate Interest on REMIC III Regular Interest SB-IO. Realized Losses allocated to the
Overcollateralization Amount pursuant to paragraph (b) of this Section shall be deemed first to reduce the
principal balance of REMIC III Regular Interest SB-PO until such principal balance shall have been reduced to
zero and thereafter to reduce accrued and unpaid interest on REMIC III Regular Interest SB-IO.
SECTION 4.06. REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY. (See Section 4.06 of the
Standard Terms.)
SECTION 4.07. OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS. (See Section 4.07 of the Standard Terms.)
SECTION 4.08. SURETY BOND. (See Section 4.08 of the Standard Terms.)
SECTION 4.09. THE SWAP AGREEMENT.
(A) On the Closing Date, the Supplemental Interest Trust Trustee shall (i) establish and maintain in its
name, in trust for the benefit of the Certificateholders, the Supplemental Interest Trust Account and (ii) for
the benefit of the Certificateholders, cause the Supplemental Interest Trust to enter into the Swap Agreement.
(B) The Supplemental Interest Trust Trustee shall deposit in the Supplemental Interest Trust Account all
payments that are payable to the Trust Fund under the Swap Agreement. Net Swap Payments and Swap Termination
Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger Event) payable by the
Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement shall be excluded from the
Available Distribution Amount and paid to the Swap Counterparty prior to any distributions to the
Certificateholders. On each Distribution Date from and including March 2007 to and including the Distribution
Date in January 2012, such amounts will be remitted by the Supplemental Interest Trust Trustee to the
Supplemental Interest Trust Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed
to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap
Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the
Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the
Supplemental Interest Trust Account on each Distribution Date shall first be deemed paid to the Supplemental
Interest Trust Account in respect of REMIC IV Regular Interest IO to the extent of the amount distributable on
such REMIC IV Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust Account in respect of the SB-AM Swap Agreement. Any Swap Termination Payment
triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will
be subordinated to distributions to the Holders of the Class A Certificates and Class M Certificates and shall be
paid as set forth under Section 4.02.
(C) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf
of the Trust Fund pursuant to the Swap Agreement shall be deposited by the Supplemental Interest Trust Trustee
into the Supplemental Interest Trust Account. On each Distribution Date from and including the Distribution Date
in March 2007 to and including the Distribution Date in January 2012, the Trustee shall withdraw from the
Supplemental Interest Trust Account any amounts received under the Swap Agreement and distribute such amounts as
follows: (i) first, to pay the Swap Counterparty (A) any Net Swap Payments it is entitled to under the Swap
Agreement and (B) any Swap Termination Payment owed not due to a Swap Counterparty Trigger Event; (ii) second, to
the Holders of the Offered Certificates in the order of priority set forth in Section 4.02(c)(i), to cover
Accrued Certificate Interest (after taking into account the distributions made pursuant to Section 4.02(c)(i) on
that Distribution Date); (iii) third, to the Holders of the Offered Certificates in the order of priority set
forth in Section 4.02(d), to cover Realized Losses to extent necessary to maintain the Required
Overcollateralization Amount (after taking into account all other distributions on that Distribution Date); (iv)
fourth, to the Holders of the Offered Certificates in the order of priority set forth in Sections 4.02(c)(vi) and
(vii), to cover Interest Carryforward Amounts and Basis Risk Shortfalls (after taking into account the
distributions made pursuant to Sections 4.02(c)(vi) and (vii) on that Distribution Date); (v) fifth, to the Swap
Counterparty to make a Swap Termination Payment caused by a Swap Counterparty Trigger Event (after taking into
account the distribution made pursuant to Section 4.02(c)(ix) on that Distribution Date); and (vi) sixth, any
balance remaining to the Holders of the Class SB Certificates.
(D) Subject to Sections 8.01 and 8.02 of this Agreement, the Supplemental Interest Trust Trustee agrees to
comply with the terms of the Swap Agreement and to enforce the terms and provisions thereof against the Swap
Counterparty at the written direction of the Holders of Certificates entitled to at least 51% of the Voting
Rights, or if the Supplemental Interest Trust Trustee does not receive such direction from such
Certificateholders, then at the written direction of Residential Funding.
(E) The Supplemental Interest Trust Trustee shall enter into the SB-AM Swap Agreement on behalf of the
holders of the Class A Certificates and Class M Certificates on the one hand, and on behalf of the holders of the
Class SB Certificates on the other hand. The holders of the Class SB Certificates hereby appoint the
Supplemental Interest Trust Trustee to act on their behalf with respect to entering into the SB-AM Swap
Agreement. Pursuant to the SB-AM Swap Agreement, all holders of Certificates (other than the Class SB
Certificates and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to
the holder of the Class SB Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest corresponding to such Class of Certificates
over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO
Distribution Amount"). In addition, pursuant to the SB-AM Swap Agreement, the holders of the Class SB
Certificates shall be treated as having agreed to pay the related Basis Risk Shortfalls to the holders of the
Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates from amounts deemed received in respect of the SB-AM Swap Agreement
shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section
860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and Class R
Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the
holders of such Certificates in respect of the REMIC III Regular Interest corresponding to such Class of
Certificates and as having been paid by such holders to the Supplemental Interest Trust Account pursuant to the
SB-AM Swap Agreement. Thus, each Certificate (other than the Class R Certificates) shall be treated as
representing not only ownership of regular interests in REMIC III or REMIC IV, as applicable, but also ownership
of an interest in, and obligations with respect to, a notional principal contract.
(F) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental
Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of the
REMICs, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The
Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the
owners of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee shall keep records
that accurately reflect the funds on deposit in the Supplemental Interest Trust Account. The Supplemental
Interest Trust Trustee shall, at the written direction of the Master Servicer, invest amounts on deposit in the
Supplemental Interest Trust Account in Permitted Investments. The amount of any losses incurred in respect of
investments made at the written direction of the Master Servicer shall be deposited into the Supplemental
Interest Trust Account by the Master Servicer out of the Master Servicer's own funds immediately as realized
without any right of reimbursement. In the absence of written direction to the Supplemental Interest Trust
Trustee from the Master Servicer, all funds in the Supplemental Interest Trust Account shall remain uninvested.
(G) Upon the occurrence of an Early Termination Date, the Supplemental Interest Trust Trustee shall use
reasonable efforts to appoint a successor Swap Counterparty. To the extent that the Supplemental Interest Trust
Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee
shall apply such Swap Termination Payment to appoint a successor swap counterparty. In the event that the trust
receives a Swap Termination Payment from the Swap Counterparty and a replacement swap agreement or similar
agreement cannot be obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of such Swap
Termination Payment, then the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment
into a separate, non interest bearing account and will, on each subsequent Distribution Date, withdraw from the
amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that
would have been paid to the Trust by the original Swap Counterparty calculated in accordance with the terms of
the original Swap Agreement, and deposit such amount into the Supplemental Interest Trust Account for
distribution on such Distribution Date pursuant to Section 4.02(c). To the extent that the Trust is required to
pay a Swap Termination Payment to the Swap Counterparty, any upfront payment received from the counterparty to a
replacement swap agreement will be used to pay such Swap Termination Payment prior to using any portion of the
Available Distribution Amount for such Distribution Date.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES. (See Section 5.01 of the Standard Terms.)
SECTION 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(A) (See Section 5.02(a) of the Standard Terms.)
(B) (See Section 5.02(b) of the Standard Terms.)
(C) (See Section 5.02(c) of the Standard Terms.)
(D) No transfer, sale, pledge or other disposition of a Class SB Certificate that is a Definitive
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, and any applicable state securities laws or is made in
accordance with said Act and laws. Except with respect to (i) the transfer of a Class SB Certificate by the
Company to an Affiliate of the Company or the transfer of a Class SB Certificate from the Company or an Affiliate
of the Company to an owner trust or other entity established by the Company (including to the Trustee, as a NIM
Trustee), or (ii) a transfer of a Class SB Certificate from the NIM Trustee to the Company or an Affiliate of the
Company, in the event that a transfer of a Class SB Certificate is to be made either (i)(A) the Trustee shall
require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the
Company 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 Company or the Master Servicer (except that, if such transfer is made
by the Company or the Master Servicer or any Affiliate thereof, the Company or the Master Servicer shall provide
such Opinion of Counsel at their own expense); provided that such Opinion of Counsel will not be required in
connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to the
Company or an Affiliate of the Company and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit H to the Standard Terms, and the Trustee shall
require the transferor to execute a representation letter, substantially in the form of Exhibit I to the Standard
Terms, each acceptable to and in form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer; provided, however, that such representation letters will not
be required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to
the Company or an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written representation) from the Company, of
the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached to the Standard Terms (or such other form as the Company
in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A)
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 (B) is aware that the proposed transferor
intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended,
provided by Rule 144A. With respect to any transfer of an interest in a Global Offered Certificate from a Holder
of an interest in a Global Offered Certificate, the requirements of (I)(A) and (B) above shall not apply and any
transferee of a Rule 144A Global Offered Certificate will be deemed to have represented and warranted as to the
matters set forth in Exhibit J attached to the Standard Terms and any transferee of a Temporary Regulation S
Global Offered Certificate or Permanent Regulation S Global Offered Certificate will be deemed to have
represented and warranted as to the matters set forth in Exhibit Twelve of this Series Supplement. The Holder of
any such Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does
hereby agree to, indemnify the Trustee, the Company, 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.
(E) (i) In the case of any Class SB Certificate that is a Definitive Certificate or
Class R Certificate presented for registration in the name of any Person, either (I) (A) the Trustee shall
require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company
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 the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Company 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 Company or the Master Servicer or (B) the prospective
Transferee shall be required to provide the Trustee, the Company and the Master Servicer with a certification to
the effect set forth in paragraph fifteen of Exhibit G-1, which the Trustee may rely upon without further inquiry
or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to
establish that such Transferee or the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any Person (including 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, a "Plan Investor") or (II) in the case of any
Global Offered Certificate, the Transferee will be deemed to represent that it is not a Plan Investor.
Notwithstanding anything to the contrary contained herein, the Trustee and the Supplemental Interest Trust
Trustee shall not permit the transfer of a beneficial interest in a Class SB Certificate or Global Offered
Certificate unless the transferee executes and delivers to the Trustee or the Supplemental Interest Trust
Trustee, as applicable, any certification that is required pursuant to Section 10.06(c) prior to transfer.
(ii) Any Transferee of a Class M Certificate (or interest therein) acquired after
termination of the Supplemental Interest Trust will be deemed to have represented by virtue of its purchase or
holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption ("PTE") 94-29, as
most recently amended, PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "RFC Exemption"), and that it
understands that there are certain conditions to the availability of the RFC Exemption including that such
Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch or Moody's or (c) such Transferee is an insurance company, (1) the source of funds used to purchase
or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (2) the conditions set forth in
PTCE 95-60 have been satisfied (each entity that satisfies this clause (c), a "Complying Insurance Company").
(iii) Each Holder of a Class A or Class M Certificate or any interest therein that
is acquired by a Plan Investor as of any date prior to the termination of the Swap Agreement shall be deemed to
have represented, by its acquisition or holding of such Certificate or any interest therein, that at least one of
PTCE 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable exemption applies to such Holder's right to receive
payments from the Supplemental Interest Trust.
(iv) If any Certificate (or any interest therein) is acquired or held by any
Person that does not satisfy the conditions described in paragraph (i), (ii) or (iii), as applicable, above, then
the last preceding Transferee that either (i) is not a Plan Investor or (ii) acquired such Certificate in
compliance with the conditions described in paragraph (i), (ii) or (iii), as applicable, shall be restored, to
the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date
of such Transfer of such Certificate. The Trustee shall be under no liability to any Person for making any
payments due on such Certificate to such preceding Transferee.
(v) Any purported Certificate Owner whose acquisition or holding of any Certificate
(or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, the Underwriters 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) (See Section 5.02(f) of the Standard Terms.)
(G) Provisions Regarding Rule 144A and Regulation S Transfers. (i) Class SB Certificates sold to "qualified
institutional buyers" as defined in and in reliance on Rule 144A under the 1933 Act shall be represented by one
or more Rule 144A Global Offered Certificates. Class SB Certificates sold in offshore transactions in reliance
on Regulation S under the Securities Act shall be represented initially by Temporary Regulation S Global Offered
Certificates).
(ii) The Temporary Regulation S Global Offered Certificates shall be exchanged on
the later of (a) 40 days after the later of the Closing Date (b) the date on which the requisite certifications
are due to and provided to the Trustee (the later of clauses (a) and (b), the "Exchange Date") for Permanent
Regulation S Global Offered Certificates. Regulation S Global Offered Certificates shall be issued in registered
form, without coupons, and deposited upon the order of the Transferor with the Trustee as custodian for and
registered in the name of a nominee of the Depository for credit to the account of the depositaries for Euroclear
and Clearstream).
(iii) A Certificate Owner holding an interest in a Temporary Regulation S Global
Offered Certificate may receive payments in respect of the Certificates on the Temporary Regulation S Global
Offered Certificate only after the delivery, to Euroclear or Clearstream, as the case may be, of a written
certification substantially in the form set forth in Exhibit Six, and upon delivery by Euroclear or Clearstream,
as the case may be, to the Trustee and Certificate Registrar of a certification or certifications substantially
in the form set forth in Exhibit Seven (the "Clearing System Certificate"). The delivery by a Certificate Owner
of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Clearstream,
as the case may be, to arrange for the exchange of the Certificate Owner's interest in the Temporary Regulation S
Global Offered Certificate for a beneficial interest in the Permanent Regulation S Global Offered Certificate
after the Exchange Date in accordance with paragraph (iv) below.
(iv) After (i) the Exchange Date and (ii) receipt by the Certificate Registrar of
written instructions from Euroclear or Clearstream, as the case may be, directing the Certificate Registrar to
credit or cause to be credited to either Euroclear's or Clearstream's, as the case may be, Depository's account a
beneficial interest in the Permanent Regulation S Global Offered Certificate in a principal amount not greater
than that of the beneficial interest in the Temporary Regulation S Global Offered Certificate, the Certificate
Registrar shall instruct the Depository to reduce the principal amount of the Temporary Regulation S Global
Offered Certificate and increase the principal amount of the Permanent Regulation S Global Offered Certificate,
by the principal amount of the beneficial interest in the Temporary Regulation S Global Offered Certificate to be
so transferred, and to credit or cause to be credited to the account of Euroclear, Clearstream or a Person who
has an account with the Depository as the case may be, a beneficial interest in the Permanent Regulation S Global
Offered Certificate having a Certificate Principal Balance of the Temporary Regulation S Global Offered
Certificate that was reduced upon the transfer. Upon return of the entire principal amount of the Temporary
Regulation S Global Offered Certificate to the Trustee in exchange for beneficial interests in the Permanent
Regulation S Global Offered Certificate, Trustee shall cancel the Temporary Regulation S Global Offered
Certificate by perforation and shall forthwith destroy it.
(v) For transfer of an interest in a Permanent Regulation S Global Offered
Certificate for an interest in the Rule 144A Global Offered Certificate, if the Certificateholder of a beneficial
interest in a Permanent Regulation S Global Offered Certificate deposited with the Depository wishes at any time
to exchange its interest in the Permanent Regulation S Global Offered Certificate, or to transfer its interest in
the Permanent Regulation S Global Offered Certificate to a Person who wishes to take delivery thereof in the form
of an interest in the Rule 144A Global Offered Certificate, the Certificateholder may, subject to the rules and
procedures of Euroclear or Clearstream and the Depository, as the case may be, give directions for the
Certificate Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an
equivalent beneficial interest in the Rule 144A Global Offered Certificate. Upon receipt by the Certificate
Registrar of instructions from Euroclear or Clearstream, from the Depository or from the Certificateholder, as
the case may be, directing the Certificate Registrar to credit or cause to be credited a beneficial interest in
the Rule 144A Global Offered Certificate equal to the Percentage Interest in the Permanent Regulation S Global
Offered Certificate to be exchanged or transferred (such instructions to contain information regarding the
Depository Participant account to be credited with the increase, and, with respect to an exchange or transfer of
an interest in the Permanent Regulation S Global Offered Certificate, information regarding the Depository
Participant account to be debited with the decrease), the Certificate Registrar shall instruct the Depository to
reduce the Permanent Regulation S Global Offered Certificate by the aggregate principal amount of the beneficial
interest in the Permanent Regulation S Global Offered Certificate to be so exchanged or transferred, and the
Certificate Registrar shall instruct the Depository, concurrently with the reduction, to increase the principal
amount of the Rule 144A Global Offered Certificate by the aggregate Certificate Principal Balance of the
beneficial interest in the Permanent Regulation S Global Offered Certificate to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial
interest in the Rule 144A Global Offered Certificate equal to the reduction in the Certificate Principal Balance
of the Permanent Regulation S Global Offered Certificate.
(vi) For transfers of an interest in the Rule 144A Global Offered Certificate for
an interest in a Regulation S Global Offered Certificate, if a Certificate Owner holding a beneficial interest in
the Rule 144A Global Offered Certificate wishes at any time to exchange its interest in the Rule 144A Global
Offered Certificate for an interest in a Regulation S Global Offered Certificate, or to transfer its interest in
the 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of an interest in the
Regulation S Global Offered Certificate, the Certificateholder may, subject to the rules and procedures of the
Depository, give directions for the Certificate Registrar to exchange or cause the exchange or transfer or cause
the transfer of the interest for an equivalent beneficial interest in the Regulation S Global Offered
Certificate. Upon receipt by the Certificate Registrar of (A) instructions given in accordance with the
Depository's procedures from a Depository Participant or from the Certificateholder, as the case may be, directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global
Offered Certificate in an amount equal to the beneficial interest in the Rule 144A Global Offered Certificate to
be exchanged or transferred, (B) a written order given in accordance with the Depository's procedures containing
information regarding the account of the depositaries for Euroclear or Clearstream or another Depository
Participant, as the case may be, to be credited with the increase and the name of the account and (C)
certificates in the forms of Exhibits Eight and Nine, respectively, given by the proposed transferee and the
Certificate Owner of the interest, the Certificate Registrar shall instruct the Depository to reduce the Rule
144A Global Offered Certificate by the aggregate principal amount of the beneficial interest in the Rule 144A
Global Offered Certificate to be so exchanged or transferred and the Certificate Registrar shall instruct the
Depository, concurrently with the reduction, to increase the principal amount of the Regulation S Global Offered
Certificate by the aggregate Certificate Principal Balance of the beneficial interest in the Rule 144A Global
Offered Certificate to be so exchanged or transferred, and to credit or cause to be credited to the account of
the Person specified in the instructions a beneficial interest in the Regulation S Global Offered Certificate
equal to the reduction in the Certificate Principal Balance of the Rule 144A Global Offered Certificate.
(vii) Notwithstanding any other provisions of this Section 5.02(g), the Underwriter
may exchange beneficial interests in the Temporary Regulation S Global Offered Certificates held by it for
interests in the Rule 144A Global Offered Certificates only after delivery by the Underwriter of instructions for
the exchange substantially in the form of Exhibit Ten. Upon receipt of the instructions provided in the
preceding sentence, the Certificate Registrar shall instruct the Depository to reduce the principal amount of the
Temporary Regulation S Global Offered Certificate to be so transferred and shall instruct the Depository to
increase the principal amount of the Rule 144A Global Offered Certificate and credit or cause to be credited to
the account of the placement agent a beneficial interest in the Rule 144A Global Offered Certificate having a
principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Offered
Certificate was reduced upon the transfer pursuant to the instructions provided in the first sentence of this
clause (vii).
(viii) If a transfer of a Class SB Certificate which is a Definitive Certificate is
to be made, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Company 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 the 1933
Act, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Company or the Master
Servicer.
(ix) The Holder of a Class SB Certificate desiring to effect any transfer, sale,
pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, 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 the provisions of this Agreement.
(H) Notwithstanding anything to the contrary contained herein, the Trustee and Supplemental Interest Trust
Trustee shall not permit the transfer of a beneficial interest in a Class SB Certificate unless the transferee
executes and delivers to the Trustee or the Supplemental Interest Trust Trustee, as applicable, any certification
that is required pursuant to Section 10.06(c) prior to transfer.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. (See Section 5.03 of the Standard Terms.)
SECTION 5.04. PERSONS DEEMED OWNERS. (See Section 5.04 of the Standard Terms.)
SECTION 5.05. APPOINTMENT OF PAYING AGENT.
The Trustee and Supplemental Interest Trust Trustee may appoint a Paying Agent for the purpose
of making distributions to the Certificateholders pursuant to Section 5.02. In the event of any such
appointment, on or prior to each Distribution Date the Master Servicer on behalf of the Trustee or Supplemental
Interest Trust Trustee, as applicable, shall deposit or cause to be deposited with the Paying Agent a sum
sufficient to make the payments to the Certificateholders in the amounts and in the manner provided for in
Section 5.02, such sum to be held in trust for the benefit of the Certificateholders.
The Trustee or Supplemental Interest Trust Trustee, as applicable, shall cause each Paying
Agent to execute and deliver to the Trustee or Supplemental Interest Trust Trustee, as applicable, an instrument
in which such Paying Agent shall agree with the Trustee or Supplemental Interest Trust Trustee, as applicable,
that such Paying Agent shall hold all sums held by it for the payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be distributed 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.
SECTION 5.06. U.S.A. PATRIOT ACT COMPLIANCE. (See Section 5.06 of the Standard Terms.)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms.)
ARTICLE VIII
CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
SECTION 8.01. DUTIES OF TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE.
(A) The Trustee and Supplemental Interest Trust Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred, undertake 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 and Supplemental Interest Trust Trustee shall exercise such of
the rights and powers vested in each 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 or Supplemental Interest Trust Trustee, as applicable, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or
Supplemental Interest Trust 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 or Supplemental Interest Trust Trustee, as applicable, 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 or
Supplemental Interest Trust Trustee, as applicable, 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, 4.06, 7.03 and 10.01. The Trustee
and Supplemental Interest Trust 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 set
forth in this Agreement. The Trustee and Supplemental Interest Trust Trustee covenant and agree that each shall
perform its respective obligations hereunder in a manner so as to maintain the status of any portion of any REMIC
formed under the Series Supplement 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 or the Supplemental Trust to the extent that maintaining such status and avoiding such taxes
are reasonably within the control of the Trustee or the Supplemental Interest Trust Trustee and are reasonably
within the scope of their respective duties under this Agreement.
(C) No provision of this Agreement shall be construed to relieve the Trustee or Supplemental Interest Trust
Trustee, as applicable, 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 and Supplemental
Interest Trust Trustee, as applicable, shall be determined solely by the express provisions of
this Agreement, the Trustee or Supplemental Interest Trust 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 or Supplemental Interest Trust Trustee and, in the absence of bad faith on the part of
the Trustee or Supplemental Interest Trust Trustee, the Trustee or Supplemental Interest Trust
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 or the
Supplemental Interest Trust Trustee, as applicable by the Company or the Master Servicer and
which on their face, do not contradict the requirements of this Agreement;
(II) The Trustee or Supplemental Interest Trust Trustee, as applicable, shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or Responsible Officers of the
Trustee or Supplemental Interest Trust Trustee, as applicable, unless it shall be proved that
the Trustee or Supplemental Interest Trust 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 Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage Interests aggregating not
less than 25% 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 Company or any Certificateholder; and
(V) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee
or Supplemental Interest Trust Trustee, as applicable, 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 or Supplemental Interest
Trust Trustee, as applicable, hereunder, or in the exercise of any of its rights or powers, if
the Trustee or Supplemental Interest Trust Trustee, as applicable, 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 AND SUPPLEMENTAL INTEREST TRUST TRUSTEE.
(A) Except as otherwise provided in Section 8.01:
(I) The Trustee or Supplemental Interest Trust Trustee, as applicable, 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 or Supplemental Interest Trust Trustee, as applicable, may consult with counsel and any
Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance with such
Opinion of Counsel;
(III) The Trustee or Supplemental Interest Trust Trustee, as applicable, shall be under no obligation to
exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any
of the Certificateholders, pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee or Supplemental Interest Trust Trustee, as
applicable, 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
or waived), 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 or Supplemental Interest Trust Trustee, as applicable, 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 or waiver 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 so to do by 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 or Supplemental Interest Trust Trustee, as applicable, may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through 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, 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 portion of any REMIC formed under the Series
Supplement 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 AND SUPPLEMENTAL INTEREST TRUST 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 Company or
the Master Servicer as the case may be, and the Trustee and Supplemental Interest Trust Trustee assume no
responsibility for their correctness. The Trustee and Supplemental Interest Trust Trustee make 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 and Supplemental Interest Trust Trustee shall not be accountable for the use or application by the
Company 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 Company 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 Company or the Master
Servicer.
SECTION 8.04. TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE MAY OWN CERTIFICATES.
The Trustee and Supplemental Interest Trust Trustee in their 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 AND SUPPLEMENTAL INTEREST TRUST TRUSTEE'S FEES AND EXPENSES;
INDEMNIFICATION.
(A) The Master Servicer covenants and agrees to pay to the Trustee, any co-trustee from time to time and the
Supplemental Interest Trust Trustee, and the Trustee, any co-trustee and the Supplemental Interest Trust 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, any co-trustee and the Supplemental Interest Trust Trustee, and the Master Servicer will pay or
reimburse the Trustee, any co-trustee and the Supplemental Interest Trust Trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee, any co-trustee or the Supplemental Interest
Trust 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, any co-trustee or the Supplemental Interest Trust 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 or Supplemental Interest Trust Trustee, as
applicable, for, and to hold the Trustee or Supplemental Interest Trust Trustee, as applicable, harmless against,
any loss, liability or expense incurred without negligence or willful misconduct on the Trustee's or Supplemental
Interest Trust Trustee's, as applicable, part, arising out of, or in connection with, the acceptance and
administration of the Trust Fund or Supplemental Interest Trust, as applicable, 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 their respective powers or duties under this Agreement, the Swap Agreement and
the Custodial Agreement, and the Master Servicer further agrees to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense arising out of, or in connection with, the provisions
set forth in the second paragraph of Section 2.01(c) hereof, including, without limitation, all costs,
liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself
against any claim, action or proceeding, pending or threatened, relating to the provisions of this paragraph,
provided that:
(i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations of the Master Servicer created by
this Section 8.05(b) to indemnify the Trustee or Supplemental Interest Trust Trustee, as applicable, 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 be available (A) for any loss, liability or expense of the Trustee or Supplemental Interest
Trust Trustee, as applicable, including the costs and expenses of defending itself against any claim incurred in
connection with any actions taken by the Trustee or Supplemental Interest Trust Trustee, as applicable, at the
direction of the Certificateholders pursuant to the terms of this Agreement or (B) where the Trustee is required
to indemnify the Master Servicer pursuant to Section 12.05(a).
SECTION 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.
The Trustee hereunder shall at all times be a corporation or a national banking association having its
principal office in a state and city acceptable to the Company and organized and doing business under the laws of
such state or the United States of America, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or
state authority. If such corporation or national banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
The Trustee and Supplemental Interest Trust Trustee, and any successors thereto, shall at all times be
the same Person.
SECTION 8.07. RESIGNATION AND REMOVAL OF THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE.
(a) The Trustee and Supplemental Interest Trust Trustee, together, may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee and successor supplemental interest trust
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 and successor supplemental interest trust
trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee and Supplemental Interest Trust Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee and successor supplemental interest trust 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 Company, 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 Company may remove the
Trustee and Supplemental Interest Trust 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 Company determines that the Trustee or Supplemental
Interest Trust Trustee, as applicable, has failed (i) to distribute or cause to be distributed to the
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 Company) or the Supplemental Interest Trust Trustee 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 Company, then
the Company may remove the Trustee and Supplemental Interest Trust Trustee and appoint a successor trustee and
successor supplemental interest trust trustee by written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a successor trustee and successor supplemental interest trust
trustee pursuant to the preceding sentence, the Company 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 and successor supplemental interest trust 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 Supplemental Interest Trust Trustee, together, and appoint a successor trustee and successor
supplemental interest trust 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
Company, one complete set to the Trustee and Supplemental Interest Trust Trustee so removed and one complete set
to the successors so appointed.
(d) Any resignation or removal of the Trustee and Supplemental Interest Trust Trustee and appointment of a
successor trustee and successor supplemental interest trust trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor trustee and successor supplemental
interest trust trustee as provided in Section 8.08.
SECTION 8.08. SUCCESSOR TRUSTEE AND SUCCESSOR SUPPLEMENTAL INTEREST TRUST TRUSTEE.
(a) Any successor trustee and successor supplemental interest trust trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee or predecessor
supplemental interest trust trustee, as applicable, an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee and predecessor supplemental interest trust
trustee shall become effective and such successor trustee and successor supplemental interest trust trustee shall
become effective and such successor trustee and successor supplemental interest trust 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 or supplemental interest trust
trustee herein. The predecessor trustee and predecessor supplemental interest trust trustee shall deliver to
the successor trustee and successor supplemental interest trust trustee, as applicable, all Custodial Files and
related documents and statements held by it hereunder (other than any Custodial Files at the time held by a
Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master
Servicer, predecessor trustee and predecessor supplemental interest trust 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 and successor supplemental interest trust trustee all such rights, powers,
duties and obligations.
(b) No successor trustee or successor supplemental interest trust trustee shall accept appointment as
provided in this Section unless at the time of such acceptance (i) such successor trustee shall be eligible under
the provisions of Section 8.06, and (ii) such successor trustee and successor supplemental interest trust trustee
shall be the same Person.
(c) Upon acceptance of appointment by a successor trustee or successor supplemental interest trust trustee
as provided in this Section, the Company shall mail notice of the succession of such trustee and supplemental
interest trust trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the
successor trustee and successor supplemental interest trust trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.
SECTION 8.09. MERGER OR CONSOLIDATION OF TRUSTEE.
Any corporation or national banking association into which the Trustee and Supplemental Interest Trust
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 and Supplemental Interest
Trust Trustee shall be a party, or any corporation or national banking association succeeding to the business of
the Trustee and Supplemental Interest Trust Trustee, shall be the successor of the Trustee and Supplemental
Interest Trust Trustee, as applicable, 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. (See Section 8.10 of the Standard Terms).
SECTION 8.11. APPOINTMENT OF CUSTODIANS. (See Section 8.11 of the Standard Terms.)
SECTION 8.12. APPOINTMENT OF OFFICE OR AGENCY. (See Section 8.12 of the Standard Terms).
SECTION 8.13. SWAP AGREEMENT AND SB-AM SWAP AGREEMENT.
The Supplemental Interest Trust Trustee is hereby authorized and directed to, and agrees that
it shall (a) enter into the Swap Agreement on behalf of the Supplemental Interest Trust and (b) enter into the
SB-AM Swap Agreement on behalf of (i) the Class A Certificateholders and Class M Certificateholders on the one
hand, and (ii) the Class SB Certificateholders on the other hand.
ARTICLE IX
TERMINATION
SECTION 9.01. OPTIONAL PURCHASE BY THE MASTER SERVICER OF ALL CERTIFICATES; TERMINATION UPON PURCHASE BY THE
MASTER SERVICER OR LIQUIDATION OF ALL MORTGAGE LOANS.
(A) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master
Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the
Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(I) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(II) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the
fair market value of the related underlying property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired if such fair market value is less than such
unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the
day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day
of the month in which such repurchase price is distributed and (B) any unpaid Swap Termination
Payment payable to the Swap Counterparty (or any Swap Termination Payment payable to the Swap
Counterparty as a result of the exercise of the option provided for in this Section
9.01(a)(ii))), provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living
on the date hereof and provided further that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to avoid disqualification of
any portion of any REMIC formed under the Series Supplement as a REMIC. The purchase price
paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant
to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability,
penalty or expense that resulted from a breach of the Compliance With Laws Representation, that
remain unpaid on the date of such purchase.
The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii)
above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been
reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15
and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master
Servicer the Custodial Files pertaining to the Mortgage Loans being purchased. No purchase pursuant to clause
(ii) of this Section 9.01(a) is permitted if a net interest margin transaction with respect to the Class SB
Certificates is outstanding unless the Underwriter consents in writing.
In addition to the foregoing, on any Distribution Date on which the Pool Stated Principal Balance, prior
to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal
Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this
right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective
obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX.
(B) The Master Servicer shall give the Trustee, the Supplemental Interest Trust Trustee and the Swap
Counterparty (so long as the Swap Agreement has not previously been terminated) not less than 40 days prior
notice of the Distribution Date on which (1) the Master Servicer 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, or by the Trustee (in
any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed (or
distributed through the Depository with respect to any Book-Entry Certificates) not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final distribution specifying:
(I) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee
therein designated where required pursuant to this Agreement or, in the case of the purchase by
the Master Servicer of the outstanding Certificates, the Distribution Date on which such
purchase is to be made,
(II) the amount of any such final payment, or in the case of the purchase of the outstanding Certificates,
the purchase price, in either case, if known, and
(III) that the Record Date otherwise applicable to such Distribution Date is not applicable, and in the case
of the Senior Certificates, or in the case of all of the Certificates in connection with the
exercise by the Master Servicer of its right to purchase the Certificates, that payment will be
made only upon presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give
such notice to the Certificate Registrar at the time such notice is given to Certificateholders and, if the
Master Servicer is exercising its rights to purchase the outstanding Certificates, it shall give such notice to
each Rating Agency at the time such notice is given to Certificateholders. As a result of the exercise by the
Master Servicer of its right to purchase the assets of the Trust Fund, the Master Servicer shall deposit in the
Certificate Account, before the Final Distribution Date in immediately available funds an amount equal to the
purchase price for the assets of the Trust Fund, computed as provided above. As a result of the exercise by the
Master Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in an
Eligible Account, established by the Master Servicer on behalf of the Trustee and separate from the Certificate
Account in the name of the Trustee in trust for the registered holders of the Certificates, before the
Distribution Date on which such purchase is to occur in immediately available funds an amount equal to the
purchase price for the Certificates, computed as above provided, and provide notice of such deposit to the
Trustee. The Trustee will withdraw from such account the amount specified in subsection (c) below.
(C) In the case of the Senior Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the Class M Certificates, upon presentation and surrender of the
Certificates by the Certificateholders thereof in connection with the exercise by the Master Servicer of its
right to purchase the Certificates, and otherwise in accordance with Section 4.01(a), the Trustee and the
Supplemental Interest Trust Trustee, as applicable, shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to
repurchase the assets of the Trust Fund or the outstanding Certificates, or (ii) if the Master Servicer elected
to so repurchase the assets of the Trust Fund or the outstanding Certificates, an amount determined as follows:
(A) with respect to each Certificate the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest for the related Interest Accrual Period thereon and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a), (B) to the Swap Counterparty (without
duplication of amounts payable to the Swap Counterparty on such date in accordance with Section 4.02) any Swap
Termination Payment payable to the Swap Counterparty then remaining unpaid or which is due to the exercise of
any early termination of the Trust Fund pursuant to this Section 9.01 and (C) with respect to the Class R
Certificates, any excess of the amounts available for distribution (including the repurchase price specified in
clause (ii) of subsection (a) of this Section) over the total amount distributed under the immediately preceding
clause (A). Notwithstanding the reduction of the Certificate Principal Balance of any Class of Subordinate
Certificates to zero, such Class will be outstanding hereunder until the termination of the respective
obligations and responsibilities of the Company, the Master Servicer and the Trustee hereunder in accordance with
Article IX.
(D) (See Section 9.01(d) of the Standard Terms)
(E) (See Section 9.01(e) of the Standard Terms)
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS. (See Section 9.02 of the Standard Terms)
SECTION 9.03. TERMINATION OF MULTIPLE REMICS. (See Section 9.03 of the Standard Terms)
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC ADMINISTRATION. (See Section 10.01 of the Standard Terms.)
SECTION 10.02. MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION. (See Section 10.02 of the
Standard Terms.)
SECTION 10.03. DESIGNATION OF REMICS.
The REMIC Administrator will make an election to treat the segregated pool of assets described in the
definition of REMIC I (as defined herein) (including the Mortgage Loans but excluding the Supplemental Interest
Trust Account, the Swap Agreement and the SB-AM Swap Agreement), and subject to this Agreement, as a REMIC (REMIC
I) for federal income tax purposes. The REMIC Administrator will make an election to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC (REMIC II) for federal income tax purposes. The
REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC II
Regular Interests as a REMIC (REMIC III) for federal income tax purposes. The REMIC Administrator will make an
election to treat the segregated pool of assets consisting of REMIC III Regular Interests SB-PO, SB-IO and IO as
a REMIC (REMIC IV) for federal income tax purposes.
The REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will
be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under the federal
income tax law.
The REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates
will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under the federal
income tax law.
The REMIC III Regular Interests will be the "regular interests" in REMIC III, ownership of which, except
in the case of REMIC III Regular Interests SB-IO, SB-PO and IO, will be represented by 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, and the Class R-III Certificates will represent
the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax
law.
The REMIC IV Regular Interests will be the "regular interests" in REMIC IV, ownership of which will be
represented by the Class SB Certificates, and the Class R-X Certificates will represent the sole class of
"residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law.
SECTION 10.04. DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR INTERESTS. (See Section 4.02(c) of this
Series Supplement.)
SECTION 10.05. COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable,
shall comply with all federal withholding requirements respecting payments to Certificateholders, including
interest or original issue discount payments or advances thereof that the Trustee or any Paying Agent, as
applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be
required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount
withheld to such Certificateholder pursuant to the terms of such requirements.
SECTION 10.06. GRANTOR TRUST PROVISIONS.
(A) It is intended that the Supplemental Interest Trust be classified for federal income tax purposes as a
grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB
Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable
mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to
further such intent.
(B) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines
are required with respect to the Supplemental Interest Trust and deliver such Tax Returns in a timely manner to
the Supplemental Interest Trust Trustee, and if required by applicable law and as directed, the Supplemental
Interest Trust Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such
Tax Returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Supplemental Interest Trust Trustee with respect to any
tax or liability arising from the Supplemental Interest Trust Trustee's signing of such Tax Returns that contain
errors or omissions. The Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the
REMIC Administrator with such information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare such Tax Returns.
(C) Each Class SB Certificateholder shall provide the appropriate tax certification to the Trustee and
Supplemental Interest Trust Trustee to enable the Trust to make payments on the Class SB Certificates without
withholding or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or
certification in accordance with its terms or its subsequent amendments and consents to the delivery by the
Supplemental Interest Trust Trustee to the Swap Counterparty of any such certification. Such certification may
include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported
sales or transfers of any Class SB Certificate to a transferee which does not comply with these requirements
shall be deemed null and void under the Agreement. The Supplemental Interest Trust Trustee and the Trustee,
respectively, shall not be liable for the completeness, accuracy, content or truthfulness of any such tax
certification provided to it. The Supplemental Interest Trust Trustee and the Trustee shall only be required to
forward any tax certification received by it to the Swap Counterparty at the last known address provided to it,
and shall not be liable for the receipt of such tax certification by the Swap Counterparty, nor any failure of
the Swap Counterparty to process such certification or to take any action as required under the Swap Agreement or
under applicable law. The Supplemental Interest Trust Trustee and the Trustee shall have no duty to take action
to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap
Counterparty.
(D) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, upon receipt of
the requisite tax identification number from the appropriate taxing authority, (i) shall execute, if required,
and deliver a United States Internal Revenue Service Form W-9 or successor applicable form, or other appropriate
United States tax forms as may be required to prevent withholding or backup withholding taxes on payments to the
Supplemental Interest Trust under the Swap Agreement, to the Swap Counterparty on or before the later of (A) the
first payment date under the Swap Agreement and (B) the date the Supplemental Interest Trust Trustee receives the
tax identification number, and thereafter prior to the expiration or obsolescence of such form if the
Supplemental Interest Trust Trustee is notified in writing or otherwise has actual knowledge thereof and (ii)
shall, if requested by the Swap Counterparty, deliver to the Swap Counterparty promptly upon receipt each
certification received from the Class SB Certificateholders pursuant to Section 10.06(c). If such tax
identification number is obtained by the REMIC Administrator, the Form W-9 or equivalent form as required shall
be executed, if required, and delivered by the REMIC Administrator to the same extent as set forth in the
foregoing sentence, if permitted by applicable law.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. AMENDMENT.
(A) (See Section 11.01(a) of the Standard Terms)
(B) (See Section 11.01(b) of the Standard Terms)
(C) (See Section 11.01(c) of the Standard Terms)
(D) (See Section 11.01(d) of the Standard Terms)
(E) (See Section 11.01(e) of the Standard Terms)
(F) Notwithstanding anything to the contrary set forth in Section 11.01 (b), (c), (d) and (e), any amendment
of Sections 4.02(c)(viii), 4.09, 9.01 and 11.01 of this Agreement shall require the consent of the Swap
Counterparty as a third party beneficiary of such sections.
SECTION 11.02. RECORDATION OF AGREEMENT; COUNTERPARTS. (See Section 11.02 of the Standard Terms.)
SECTION 11.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (See Section 11.03 of the Standard Terms.)
SECTION 11.04. GOVERNING LAW. (See Section 11.04 of the Standard Terms.)
SECTION 11.05. NOTICES. All demands and notices hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to
the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for
each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in
writing to the Master Servicer, the Trustee and the Company, as applicable:
RECIPIENT ADDRESS
--------------------------------------------- ------------------------------------------------------------------------
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
--------------------------------------------- ------------------------------------------------------------------------
Master Servicer 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Managing Director/Master Servicing
--------------------------------------------- ------------------------------------------------------------------------
Trustee Corporate Trust Xxxxxx
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Accredit Loans, Inc. Series 2007-QH1
The Trustee designates its offices located at DB Services Tennessee,
000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000-0000, Attn: Transfer
Unit, for the purposes of Section 8.12 of the Standard Terms
--------------------------------------------- ------------------------------------------------------------------------
Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
--------------------------------------------- ------------------------------------------------------------------------
Standard & Poor's Ratings Services, a 00 Xxxxx Xxxxxx
division of The XxXxxx-Xxxx Companies, Inc. 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
--------------------------------------------- ------------------------------------------------------------------------
Bear Xxxxxxx Financial Products Inc. 000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
--------------------------------------------- ------------------------------------------------------------------------
Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
SECTION 11.06. REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER. (See Section 11.06 of the Standard Terms.)
SECTION 11.07. SEVERABILITY OF PROVISIONS. (See Section 11.07 of the Standard Terms.)
SECTION 11.08. SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION. (See Section 11.08 of the Standard Terms.)
SECTION 11.09. ALLOCATION OF VOTING RIGHTS.
98.0% 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;
1.0% of all Voting Rights shall be allocated among the Holders of Class SB Certificates; and 1.0% of all of the
Voting Rights shall be allocated to the Holders of each Class of the Class R-I, Class R-II, R-III and Class R-X
Certificates; in each case to be allocated among the Certificates of such Class in accordance with their
respective Percentage Interests.
SECTION 11.10. NO PETITION.
The Company, Master Servicer and the Trustee, by entering into this Agreement, and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute
against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under
any United States federal or state bankruptcy or similar law in connection with any obligation with respect to
the Certificates or this Agreement.
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(See Article XII of the Standard Terms)
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Attest: ___/s/Xxxxxx Orning__________
Name: Xxxxxx Xxxxxx
Title: Associate
RESIDENTIAL FUNDING COMPANY, LLC
[Seal]
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Associate
Attest: _/s/Xxxxxxx Xxxxxxxx _____________
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]
By: /s/
Name:
Title: Authorized Signer
By: /s/
Name:
Title:
Attest: _/s/______________
Name:
Title: Authorized Signer
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 2007 before me, a notary public in and for said State, personally appeared
Xxxxxxx Xxxxxxxx known to me to be a Vice President of Residential Accredit Loans, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ ___________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 2007 before me, a notary public in and for said State, personally appeared
Xxxxxx Xxxxxx known to me to be a(n) Associate of Residential Funding Company, LLC, one of the corporations that
executed the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/______________________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of January, 2007 before me, a notary public in and for said State, personally appeared
__________________ known to me to be a(n) __________________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, the New
York banking corporation that executed the within instrument, and also known to me to be the person who executed
it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ ______________________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of January, 2007 before me, a notary public in and for said State, personally appeared
____________ known to me to be a(n) ___________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, the New York banking
corporation that executed the within instrument, and also known to me to be the person who executed it on behalf
of said banking corporation and acknowledged to me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
/s/ _______________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(On file with RFC)
EXHIBIT TWO
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) the applicable Record Date, Determination Date and Distribution Date, and the date on which the
applicable interest accrual period commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment
amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the Master Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving such fees or
expenses;
(v) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(vi) the amount of such distribution to Holders of such Class of Certificates allocable to interest;
(vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that
would be distributable to such Holders if there were sufficient funds available therefor, the amount of
the shortfall;
(viii) the aggregate Certificate Principal Balance of each Class of Certificates, before and after
giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction
thereof due to Realized Losses other than pursuant to an actual distribution of principal;
(ix) the aggregate Certificate Principal Balance of each of the Class A, Class M and Class SB
Certificates as of the Closing Date.
(x) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date;
(xi) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date;
(xii) the number and Pool 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;
(xiii) on the basis of the most recent reports furnished to it by Sub-Servicers, the number and Stated
Principal Balances of Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and Stated Principal Balances of Mortgage Loans that are in foreclosure;
(xiv) the aggregate amount of Realized Losses for such Distribution Date;
(xv) the amount, terms and general purpose of any Advance by the Master Servicer pursuant to Section
4.04 and the amount of all Advances that have been reimbursed during the related Due Period;
(xvi) any material modifications, extensions or waivers to the terms of the Mortgage Loans during the
Due Period or that have cumulatively become material over time;
(xvii) any material breaches of Mortgage Loan representations or warranties or covenants in the
Agreement.
(xviii) the number, stated and aggregate principal balance of any REO Properties;
(xix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of
Certificates, after giving effect to the distribution made on such Distribution Date;
(xx) the Pass-Through Rates on each Class of Certificates, the Net WAC Cap Rate and the Available Funds
Rate for such Distribution Date, separately identifying LIBOR for such Distribution Date;
(xxi) the Basis Risk Shortfall and Interest Carryforward Amount, if any, for each Class of
Certificates, and Prepayment Interest Shortfalls;
(xxii) the related Senior Enhancement Percentage for such Distribution Date;
(xxiii) the Overcollateralization Amount and Required Overcollateralization Amount following such
Distribution Date;
(xxiv) the occurrence of the Stepdown Date, and the aggregate amount of Realized Losses since the
Cut-off Date for the Mortgage Loans;
(xxv) the occurrence of the Credit Support Depletion Date;
(xxvi) the aggregate amount of any recoveries on previously foreclosed loans from Sellers; and
(xxvii) the amount of any Net Swap Payment payable to the Trustee on behalf of the Trust, any Net Swap
Payment payable to the Swap Counterparty, any Swap Termination Payment payable to the Trustee on behalf
of the Trust and any Swap Termination Payment payable to the Swap Counterparty.
In the case of information furnished pursuant to clauses (v)(a) and (vi) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination.
The Trustee's internet website will initially be located at xxx.xxx.xx.xxx/xxxx. To receive this
statement via first class mail, telephone the trustee at (000) 000-0000.
EXHIBIT THREE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 1, 2006
EXHIBIT FOUR
SWAP AGREEMENT DATED AS OF
JANUARY 30, 2007
(PROVIDED UPON REQUEST)
EXHIBIT FIVE
SB-AM SWAP AGREEMENT DATED AS OF JANUARY 30, 2007
(PROVIDED UPON REQUEST)
EXHIBIT SIX
FORM OF CERTIFICATE TO BE GIVEN BY CERTIFICATE OWNER
Euroclear Cedel, societe anonyme
000 Xxxxxxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx-Xxxxxxxx Xxxxxxxxx
X-0000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx
Re: RESIDENTIAL ACCREDIT LOANS, INC., Mortgage Asset-Backed Pass-Through Certificates, Series
2007-QH1, Class SB, issued pursuant to the Series Supplement, dated as of January 1, 2007, to
the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006, among
RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING COMPANY, LLC, AND DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Trustee
(the "Certificates").
This is to certify that as of the date hereof and except as set forth below, the beneficial interest in
the Certificates held by you for our account is owned by persons that are not U.S. persons (as defined in Rule
901 under the Securities Act of 1933, as amended).
The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the Certificates held by you in which the undersigned has
acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any such notification, it may be
assumed that this certification applies as of such date.
[This certification excepts beneficial interests in and does not relate to U.S. $_________ principal
amount of the Certificates appearing in your books as being held for our account but that we have sold or as to
which we are not yet able to certify.]
We understand that this certification is required in connection with certain securities laws in the
United States of America. If administrative or legal proceedings are commenced or threatened in connection with
which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a
copy thereof to any interested party in such proceedings.
Dated: ___________________________ ,*/ By: _____________________________________,
Account Holder
_______________________________
* Certification must be dated on or after the 15th day before the date of the Euroclear or Cedel
certificate to which this certification releases.
EXHIBIT SEVEN
FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CEDEL
DB Services Tennessee
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Attn: Transfer Unit
Re: RESIDENTIAL ACCREDIT LOANS, INC., Mortgage Asset-Backed Pass-Through Certificates, Series
2007-QH1, Class SB, issued pursuant to the Series Supplement, dated as of January 1, 2007, to
the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006, among
RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING COMPANY, LLC, and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Trustee (the "Certificates").
This is to certify that, based solely on certifications we have received in writing, by tested telex or
by electronic transmission from member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations") as of the date hereof, $____________
principal amount of the Certificates is owned by persons (a) that are not U.S. persons (as defined in Rule 901
under the Securities Act of 1933. as amended (the "Securities Act")) or (b) who purchased their Certificates (or
interests therein) in a transaction or transactions that did not require registration under the Securities Act.
We further certify (a) that we are not making available herewith for exchange any portion of the related
Temporary Regulation S Global Class SB Certificate excepted in such certifications and (b) that as of the date
hereof we have not received any notification from any of our Member Organizations to the effect that the
statements made by them with respect to any portion of the part submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof
We understand that this certification is required in connection with certain securities laws of the
United States of America. If administrative or legal proceedings are commenced or threatened in connection with
which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a
copy hereof to any interested party in such proceedings.
Date: ____________________ * Yours faithfully,
* To be dated no earlier By: _______________________________________
than the Effective Date. Xxxxxx Guaranty Trust Company of New York, Brussels Office, as
Operator of the Euroclear Clearance System
Cedel, societe anonyme
EXHIBIT EIGHT
FORM OF
CERTIFICATE TO BE GIVEN BY TRANSFEREE
OF BENEFICIAL INTEREST IN A REGULATION S
BOOK-ENTRY CERTIFICATE
Euroclear Cedel, societe anonyme
000 Xxxxxxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx-Xxxxxxxx Xxxxxxxxx
X- 0000 Xxxxxxxx, Xxxxxxx X- 0000 Xxxxxxxxxx
Re: RESIDENTIAL ACCREDIT LOANS, INC., Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-QH1, Class SB, issued pursuant to Series Supplement, dated as of January
1, 2007, to the Standard Terms of Pooling and Servicing Agreement, dated as of
December 1, 2006, among RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING COMPANY,
LLC, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (the "Certificates").
This is to certify that as of the date hereof, and except as set forth below, for purposes of acquiring
a beneficial interest in the Certificates, the undersigned certifies that it is not a U.S. person (as defined in
Rule 901 under the Securities Act of 1933, as amended).
The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the Certificates held by you in which the undersigned intends to
acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is
not correct on such date. In the absence of any such notification, it may be assumed that this certification
applies as of such date.
We understand that this certification is required in connection with certain securities laws in the
United States of America. If administrative or legal proceedings are commenced or threatened in connection with
which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a
copy thereof to any interested party in such proceedings.
Dated: _______________ By: ___________________________
EXHIBIT NINE
FORM OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER FROM 144A BOOK-ENTRY CERTIFICATE
TO REGULATION S BOOK-ENTRY CERTIFICATE
DB Services Tennessee
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Attn: Transfer Unit
Re: RESIDENTIAL ACCREDIT LOANS, INC., Mortgage Asset-Backed Pass-Through Certificates, Series
2007-QH1, Class SB, issued pursuant to the Series Supplement, dated as of January 1, 2007, to
the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006, among
RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING COMPANY, LLC, and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Trustee (the "Certificates").
Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
This letter relates to U.S. $____________ principal amount of Certificates that are held as a beneficial
interest in the 144A Book-Entry Certificate (CUSIP No. ________) with DTC in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested an exchange or transfer of the beneficial interest
for an interest in the Permanent Regulation S Global Class SB Certificate (CUSIP No. ________) to be held with
[Euroclear] [Cedel] through DTC.
In connection with the request and in receipt of the Certificates, the Transferor does hereby certify
that the exchange or transfer has been effected in accordance with the transfer restrictions set forth in the
Agreement and the Certificates and:
(a) pursuant to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), and accordingly the Transferor does hereby certify that:
(i) the offer of the Certificates was not made to a U.S. Person as defined in
Regulation S under the Securities Act that purchased the Certificates in an Offshore
Transaction as defined in Regulation S under the Securities Act and understands that the sale
of the Certificates to it is being made in reliance on the exemption from the registration
requirements of the Securities Act provided by Regulation S thereunder,
[(ii) at the time the buy order was originated, the transferee was outside the
United States of America or the Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States of America,
(ii) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States of America,]**/
(iii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation 5, as applicable,
(iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and
(b) with respect to transfers made in reliance on Rule 144 under the Securities Act, the
Transferor does hereby certify that the Certificates are being transferred in a transaction permitted by
Rule 144 under the Securities Act.
This certification and the statements contained herein are made for your benefit and the benefit of the
issuer and the [placement agent].
[Insert name of Transferor]
Date:_________________________ By:________________________________
Title:
______________________________
** Insert one of these two provisions, which come from the definition of "offshore transactions" in
Regulation S.
EXHIBIT TEN
FORM OF
INITIAL PURCHASER EXCHANGE INSTRUCTIONS
Depository Trust Company
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: RESIDENTIAL ACCREDIT LOANS, INC., Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-QH1, Class SB, issued pursuant to the Series Supplement, dated as of
January 1, 2007, to the Standard Terms of Pooling and Servicing Agreement, dated as of
December 1, 2006, among RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING COMPANY,
LLC, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (the "Certificates")
Pursuant to Section 5.02(g) of the Agreement, ________________________ (the "Initial Purchaser") hereby
requests that $______________ aggregate principal amount of the Certificates held by you for our account and
represented by the Temporary Regulation S Global Class SB Certificate (CUSIP No. ________) (as defined in the
Agreement) be exchanged for an equal principal amount represented by the Rule 144A Global Class SB Certificate
(CUSIP No. _______) to be held by you for our account.
Date: ____________________ [Initial Purchaser]
By:_______________________________
Title:
EXHIBIT ELEVEN-A
FORM OF RULE 144A GLOBAL CLASS SB-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH INTERESTS IN THE SWAP AGREEMENT AND THE SB-AM SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY
INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.
NO TRANSFER OF THIS CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE UNLESS
THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AND EFFECTIVE
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR IS MADE IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION. FURTHERMORE, THE AGREEMENT PROVIDES THAT NO TRANSFER OF THIS
CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE EXCEPT (I) OUTSIDE THE UNITED STATES
TO ENTITIES WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT OR (II) IN RELIANCE
ON RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT
IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER.
EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT (I) IT IS (A) A
QUALIFIED INSTITUTIONAL BUYER AND IS ACQUIRING THIS CERTIFICATE FOR ITS OWN INSTITUTIONAL ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER"); AND (II) IT UNDERSTANDS THAT THIS CERTIFICATE
IS BEING TRANSFERRED TO IT IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF THE 1933 ACT,
AND THAT, IF IN THE FUTURE IT DECIDES TO RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE, THIS CERTIFICATE
MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S.
THE HOLDER OF THIS CERTIFICATE DESIRING TO EFFECT ANY TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION SHALL,
AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE AGREED 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 THE
AGREEMENT.
NO TRANSFER OF ANY CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS SB
CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM
W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS
(I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER
THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB CERTIFICATE, THE
TRUSTEE (INCLUDING IN ITS CAPACITY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE SWAP COUNTERPARTY. EACH HOLDER OF A CLASS SB CERTIFICATE AND EACH TRANSFEREE THEREOF
SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE SWAP COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS
OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL
AND VOID UNDER THE AGREEMENT.
CUSIP: _____________________ Certificate No. SB-[__]-1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date: January 1, 2007
First Distribution Date: February 26, 2007 Aggregate Initial Notional Balance
of the Class SB-[_] Certificates:
$___________________________
Master Servicer: Initial Notional Balance
RESIDENTIAL FUNDING COMPANY, LLC of this Class SB-[_] Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-QH1
evidencing a percentage interest in the distributions allocable to the
Class SB-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of fixed and adjustable interest rate, first lien mortgage loans on
one- to four-family residential properties sold by RESIDENTIAL ACCREDIT LOANS
INCORPORATED
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master Servicer, the Trustee referred
to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality or by RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master
Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of adjustable interest rate, first lien mortgage loans on one- to four-family residential properties, sold by
RESIDENTIAL ACCREDIT LOANS INCORPORATED (hereinafter called the "Depositor," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and Deutsche Bank
Trust Company Americas, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to
Holders of Class SB-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Notional Amount of this Class SB-[_]
Certificate as of any date of determination will be calculated as described in the Agreement. This Class SB-[_]
Certificate will accrue interest at the Pass-Through Rate on the Notional Amount as indicated in the definition
of Accrued Certificate Interest in the Agreement. This Class SB-[_] Certificate will not accrue interest on its
Certificate Principal Balance.
Any Transferee of this Certificate will be deemed to have represented by virtue of its purchase or
holding of this Certificate (or interest therein) that either such transferee is not an employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code or a person (including an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called
the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Holder of the Class
SB Certificates or the Master Servicer, as described in the Agreement, from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case
thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Holder
of the Class SB Certificates or the Master Servicer, as described in the Agreement, (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the
distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT ELEVEN -B
FORM OF PERMANENT REGULATION S GLOBAL CLASS SB-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH INTERESTS IN THE SWAP AGREEMENT AND THE SB-AM SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY
INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.
NO TRANSFER OF THIS CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE UNLESS
THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AND EFFECTIVE
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR IS MADE IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION. FURTHERMORE, THE AGREEMENT PROVIDES THAT NO TRANSFER OF THIS
CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE EXCEPT (I) OUTSIDE THE UNITED STATES
TO ENTITIES WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT OR (II) IN RELIANCE
ON RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT
IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER.
EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT (I) IT IS (A) A
QUALIFIED INSTITUTIONAL BUYER AND IS ACQUIRING THIS CERTIFICATE FOR ITS OWN INSTITUTIONAL ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER"); (II) IT UNDERSTANDS THAT THIS CERTIFICATE IS
BEING TRANSFERRED TO IT IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF THE 1933 ACT,
AND THAT, IF IN THE FUTURE IT DECIDES TO RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE, THIS CERTIFICATE
MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S; AND
(III) IF THE HOLDER IS A REGULATION S PURCHASER, IT UNDERSTANDS THAT THIS CERTIFICATE HAS NOT AND WILL NOT BE
REGISTERED UNDER THE 1933 ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THIS CERTIFICATE IN THE UNITED STATES OR
TO U.S. PERSONS PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE CLOSING DATE MAY CONSTITUTE A VIOLATION OF UNITED
STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH CERTIFICATES ONLY
FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF
BENEFICIAL INTEREST IN TEMPORARY REGULATION S GLOBAL OFFERED CERTIFICATES FOR BENEFICIAL INTERESTS IN THE RELATED
PERMANENT REGULATION S GLOBAL OFFERED CERTIFICATES (WHICH IN EACH CASE WILL ITSELF REQUIRE A CERTIFICATION OF
NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE AGREEMENT.
THE HOLDER OF THIS CERTIFICATE DESIRING TO EFFECT ANY TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION SHALL,
AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE AGREED 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 THE
AGREEMENT.
NO TRANSFER OF ANY CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS SB
CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM
W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS
(I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER
THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB CERTIFICATE, THE
TRUSTEE (INCLUDING IN ITS CAPACITY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE SWAP COUNTERPARTY. EACH HOLDER OF A CLASS SB CERTIFICATE AND EACH TRANSFEREE THEREOF
SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE SWAP COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS
OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL
AND VOID UNDER THE AGREEMENT.
CUSIP: _____________________ Certificate No. SB-[__]-1
Date of Pooling and Servicing Agreement Percentage Interest: [__]%
and Cut-off Date: January 1, 2007
First Distribution Date: February 26, 2007 Aggregate Initial Notional Balance
of the Class SB-[_] Certificates:
$___________________________
Master Servicer: Initial Notional Balance
RESIDENTIAL FUNDING COMPANY, LLC of this Class SB-[_] Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-QH1
evidencing a percentage interest in the distributions allocable to the
Class SB-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of fixed and adjustable interest rate, first lien mortgage loans on
one- to four-family residential properties sold by RESIDENTIAL ACCREDIT LOANS
INCORPORATED
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master Servicer, the Trustee referred
to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality or by RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master
Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of adjustable interest rate, first lien mortgage loans on one- to four-family residential properties, sold by
RESIDENTIAL ACCREDIT LOANS INCORPORATED (hereinafter called the "Depositor," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and Deutsche Bank
Trust Company Americas, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to
Holders of Class SB-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Notional Amount of this Class SB-[_]
Certificate as of any date of determination will be calculated as described in the Agreement. This Class SB-[_]
Certificate will accrue interest at the Pass-Through Rate on the Notional Amount as indicated in the definition
of Accrued Certificate Interest in the Agreement. This Class SB-[_] Certificate will not accrue interest on its
Certificate Principal Balance.
Any Transferee of this Certificate will be deemed to have represented by virtue of its purchase or
holding of this Certificate (or interest therein) that either such transferee is not an employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code or a person (including an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called
the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Holder of the Class
SB Certificates or the Master Servicer, as described in the Agreement, from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case
thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Holder
of the Class SB Certificates or the Master Servicer, as described in the Agreement, (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the
distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent
EXHIBIT ELEVEN-C
FORM OF TEMPORARY REGULATION S GLOBAL CLASS SB-[__] CERTIFICATE
THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS TEMPORARY REGULATION S GLOBAL
CLASS SB CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
POOLING AND SERVICING AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH INTERESTS IN THE SWAP AGREEMENT AND THE SB-AM SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY
INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.
NO TRANSFER OF THIS CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE UNLESS
THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AND EFFECTIVE
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR IS MADE IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION. FURTHERMORE, THE AGREEMENT PROVIDES THAT NO TRANSFER OF THIS
CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS CERTIFICATE EXCEPT (I) OUTSIDE THE UNITED STATES
TO ENTITIES WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT OR (II) IN RELIANCE
ON RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT
IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER.
EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT (I) IT IS (A) A
QUALIFIED INSTITUTIONAL BUYER AND IS ACQUIRING THIS CERTIFICATE FOR ITS OWN INSTITUTIONAL ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER"); (II) IT UNDERSTANDS THAT THIS CERTIFICATE IS
BEING TRANSFERRED TO IT IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF THE 1933 ACT,
AND THAT, IF IN THE FUTURE IT DECIDES TO RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE, THIS CERTIFICATE
MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S; AND
(III) IF THE HOLDER IS A REGULATION S PURCHASER, IT UNDERSTANDS THAT THIS CERTIFICATE HAS NOT AND WILL NOT BE
REGISTERED UNDER THE 1933 ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THIS CERTIFICATE IN THE UNITED STATES OR
TO U.S. PERSONS PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE CLOSING DATE MAY CONSTITUTE A VIOLATION OF UNITED
STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH CERTIFICATES ONLY
FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF
BENEFICIAL INTEREST IN TEMPORARY REGULATION S GLOBAL OFFERED CERTIFICATES FOR BENEFICIAL INTERESTS IN THE RELATED
PERMANENT REGULATION S GLOBAL OFFERED CERTIFICATES (WHICH IN EACH CASE WILL ITSELF REQUIRE A CERTIFICATION OF
NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE AGREEMENT.
THE HOLDER OF THIS CERTIFICATE DESIRING TO EFFECT ANY TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION SHALL,
AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE AGREED 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 THE
AGREEMENT.
NO TRANSFER OF ANY CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS SB
CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM
W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS
(I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER
THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB CERTIFICATE, THE
TRUSTEE (INCLUDING IN ITS CAPACITY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE SWAP COUNTERPARTY. EACH HOLDER OF A CLASS SB CERTIFICATE AND EACH TRANSFEREE THEREOF
SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE SWAP COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS
OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL
AND VOID UNDER THE AGREEMENT.
CUSIP: __________________ Certificate No. SB
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date: January 1, 2007
First Distribution Date: February 26, 2007 Aggregate Initial Notional Balance
of the Class SB Certificates:
$___________________________
Master Servicer: Initial Notional Balance
RESIDENTIAL FUNDING COMPANY, LLC of this Class SB Certificate:
$___________________________
Maturity Date:
__________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-QH1
evidencing a percentage interest in the distributions allocable to the
Class SB Certificates with respect to a Trust Fund consisting primarily of a
pool of fixed and adjustable interest rate, first lien mortgage loans
mortgage loans on one- to four-family residential properties sold by
RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Accredit Loans, Inc., the Master Servicer, the Trustee referred to below
or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the
Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured by or payable from payments on
the Certificates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of adjustable interest rate, first lien mortgage loans on one- to four-family residential properties, sold by
Residential Accredit Loans, Inc. (hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Depositor, the Master Servicer and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof, assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class SB
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Notional Amount of this Class SB
Certificate as of any date of determination will be calculated as described in the Agreement. This Class SB
Certificate will accrue interest at the Pass-Through Rate on the Notional Amount as indicated in the definition
of Accrued Certificate Interest in the Agreement. This Class SB Certificate will not accrue interest on its
Certificate Principal Balance.
Any Transferee of this Certificate will be deemed to have represented by virtue of its purchase or
holding of this Certificate (or interest therein) that either such transferee is not an employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code or a person (including an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Holder of the Class
SB Certificates or the Master Servicer, as described in the Agreement, from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case
thereby effecting early retirement of the Certificates. The Agreement permits, but does not require the Holder
of the Class SB Certificates or the Master Servicer, as described in the Agreement, (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the
distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated: ____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT TWELVE
FORM OF REGULATION S TRANSFEREE CERTIFICATE
_____________________, 20__
Residential Accredit Loans, Inc. Residential Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000 Xxxxxxxxxxx, Xxxxxxxxx 00000
DB Services Tennessee
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Transfer Unit
Re: Mortgage Asset-Backed Pass-Through Certificates, RALI Series 2007-QH1
Ladies and Gentlemen:
__________________________________ (the "Purchaser") intends to purchase from ___________________________ (the
"Seller") $_____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-QH1, Class SB (the "Certificates"), issued pursuant to the Series Supplement, dated as of January 1,
2007, to the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2006 (the "Pooling and
Servicing Agreement"), among Residential Accredit Loans, Inc., as depositor (the "Depositor"), Residential
Funding Company, LLC, as master servicer (the "Master Servicer"), and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants
with, the Depositor, the Trustee and the Master Servicer that:
In connection with the undersigned's purchase of the Certificates, the undersigned hereby represents,
acknowledges and agrees as follows:
1._______It is a Person that is not a "U.S. person" as defined in Regulation S under the Securities Act that
purchased the Certificates in an Offshore Transaction as defined in Regulation S under the Securities Act and
understands that the sale of the Certificates to it is being made in reliance on the exemption from the
registration requirements of the Securities Act provided by Regulation S thereunder; and
2._______(a) It is not an employee benefit plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any person (including an insurance company
investing its general account, an investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition; or (b) it has provided the Trustee, the
Depositor and the Master Servicer with the Opinion of Counsel described in Section 5.02(e)(i) of the Agreement,
which shall be acceptable to and in form and substance satisfactory to the Trustee, the Depositor, and the Master
Servicer to the effect that the purchase or holding of this Certificate is permissible under applicable law, will
not constitute or result in any nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the
Depositor, or the Master Servicer to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer.
This certificate and the statements contained herein are made for your benefit.
[INSERT NAME OF TRANSFEREE]
By:____________________________
Name:
Title:
Dated: ______________, 20__
