Execution Copy
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of September 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS13
ARTICLE I DEFINITIONS................................................................................3
Section 1.01 Definitions...........................................................................3
Section 1.02 Use of Words and Phrases.............................................................27
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................29
Section 2.01 Conveyance of Mortgage Loans.........................................................29
Section 2.02 Acceptance by Trustee................................................................35
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company..............................................................................36
Section 2.04 Representations and Warranties of Sellers.(See Section 2.04 of the Standard
Terms)...............................................................................41
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I and REMIC II.........................................41
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests and Uncertificated
REMIC II Regular Interests; Acceptance by the Trustee................................41
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III............................42
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms)...........42
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................43
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................46
Section 4.01 Certificate Account..................................................................46
Section 4.02 Distributions........................................................................46
Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies; Exchange
Act Reporting. (See Section 4.03 of the Standard Terms)..............................56
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)...................................56
Section 4.05 Allocation of Realized Losses........................................................56
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property........................57
Section 4.07 Optional Purchase of Defaulted Mortgage Loans........................................57
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................................57
ARTICLE V THE CERTIFICATES..........................................................................58
ARTICLE VI THE COMPANY AND THE MASTER SERVICER........................................................59
Section 6.01 Respective Liabilities of the Company and Master Servicer.............................59
Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of
Rights and Delegation of Duties by the Master Servicer................................59
Section 6.03 Limitation on Liability of the Company, Master Servicer and Others....................59
Section 6.04 Company and Master Servicer Not to Resign.............................................59
ARTICLE VII DEFAULT....................................................................................60
ARTICLE VIII CONCERNING THE TRUSTEE.....................................................................61
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES.......................................63
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..................63
Section 9.02 Additional Termination Requirements...................................................66
Section 9.03 Termination of Multiple REMICs........................................................66
ARTICLE X REMIC PROVISIONS...........................................................................67
Section 10.01 REMIC Administration..................................................................67
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification......................67
Section 10.03 Designation of REMICs.................................................................67
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests, Uncertificated
REMIC II Regular Interests and Uncertificated REMIC III Regular Interests Z...........67
Section 10.05 Compliance with Withholding Requirements..............................................70
ARTICLE XI MISCELLANEOUS PROVISIONS...................................................................71
Section 11.01 Amendment.............................................................................71
Section 11.02 Recordation of Agreement; Counterparts...............................................71
Section 11.03 Limitation on Rights of Certificateholders............................................71
Section 11.04 Governing Law.........................................................................71
Section 11.05 Notices...............................................................................71
Section 11.06 Required Notices to Rating Agency and Subservicer.....................................72
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms).................72
Section 11.08 Supplemental Provisions for Resecuritization..........................................72
Section 11.09 Allocation of Voting Rights...........................................................72
Section 11.010 No Petition............................................................................72
EXHIBITS
Exhibit One-I: Mortgage Loan Schedule (Group I Loans)
Exhibit One-II: Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I: Schedule of Discount Fractions for Group I Loans
Exhibit Two-II: Schedule of Discount Fractions for Group II Loans
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement Dated as of March 1, 2006
Exhibit Five: Planned Principal Balances for Class I-A-6 Certificates
This is a Series Supplement, dated as of September 1, 2006 (the “Series Supplement”), to the Standard
Terms of Pooling and Servicing Agreement, dated as of March 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 CORPORATION, as master servicer (together with its permitted successors and
assigns, the “Master Servicer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (together with its
permitted successors and assigns, the “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 (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of assets described in the definition of
Trust Fund, and subject to this Agreement (including the Mortgage Loans), exclusive of amounts on deposit in the
Initial Monthly Payment Fund, as three real estate mortgage investment conduits (each, a “REMIC”) for federal
income tax purposes.
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.
The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.
Aggregate Initial
Pass-Through Certificate Principal Maturity Fitch/ Minimum
Designation Rate Balance Features(1) Date Xxxxx’x/S&P Denominations(2)
------------------------------------------------------------------------------------------------------------------------------------------------
I-A-1 Adjustable $166,039,000.00 Senior/Floater/Adjustable Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
Rate(3)
I-A-2 Adjustable $0.00(4) Senior/Interest Only/Inverse September 25, 2036 AAA/Aaa/AAA $2,000,000.00
Rate(3) Floater/Adjustable Rate
I-A-3 6.00% $29,887,000.00 Senior/Super Senior/Lockout/Fixed September 25, 2036 AAA/Aaa/AAA $25,000.00
Rate
I-A-4 6.00% $3,321,000.00 Senior/Senior Support/Lockout/Fixed September 25, 2036 AAA/Aaa/AAA $25,000.00
Rate
I-A-5 6.00% $53,348,000.00 Senior/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-6 6.00% $77,359,000.00 Senior/PAC/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-7 6.00% $43,235,000.00 Senior/Companion/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-8 6.00% $58,285,000.00 Senior/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-9 6.00% $38,339,000.00 Senior/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-10 6.00% $19,338,000.00 Senior/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-11 6.00% $8,966,000.00 Senior/Fixed Rate September 25, 2036 AAA/Aaa/AAA $25,000.00
II-A-1 5.75% $100,045,000.00 Senior/Fixed Rate September 25, 2021 AAA/Aaa/AAA $25,000.00
I-A-P 0.00% $1,830,325.50 Senior/Principal Only September 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-V Variable $0.00(6) Senior/Interest Only/ September 25, 2036 AAA/Aaa/AAA $2,000,000.00
Rate(5) Variable Rate
II-A-P 0.00% $879,871.78 Senior/Principal Only September 25, 2021 AAA/Aaa/AAA $25,000.00
II-A-V Variable $0.00(6) Senior/Interest Only/ September 25, 2021 AAA/Aaa/AAA $2,000,000.00
Rate(5) Variable Rate
R-I 6.50% $100.00 Senior/Residual/Fixed Rate September 25, 2036 AAA/Aaa/AAA (7)
R-II 5.75% $50.00 Senior/Residual/Fixed Rate September 25, 2021 AAA/Aaa/AAA (7)
R-III 5.75% $50.00 Senior/Residual/Fixed Rate September 25, 2021 AAA/Aaa/AAA (7)
I-M-1 6.50% $20,138,500.00 Mezzanine/Fixed Rate September 25, 2036 AA/NA/NA $25,000.00
I-M-2 6.50% $5,638,500.00 Mezzanine/Fixed Rate September 25, 2036 A/NA/NA $250,000.00
I-M-3 6.50% $4,296,000.00 Mezzanine/Fixed Rate September 25, 2036 BBB/NA/NA $250,000.00
5.75% $1,925,000.00 013fIMezzanine/Fixed Rate September 25, 2021 AA/NA/NA $25,000.00
II-M-2 5.75% $416,200.00 Mezzanine/Fixed Rate September 25, 2021 A/NA/NA $250,000.00
II-M-3 5.75% $260,100.00 Mezzanine/Fixed Rate September 25, 2021 BBB/NA/NA $250,000.00
I-B-1 6.50% $2,685,000.00 Subordinate/Fixed Rate September 25, 2036 BB/NA/NA $250,000.00
I-B-2 6.50% $2,148,000.00 Subordinate/Fixed Rate September 25, 2036 B/NA/NA $250,000.00
I-B-3 6.50% $2,148,050.26 Subordinate/Fixed Rate September 25, 2036 NA/NA/NA $250,000.00
II-B-1 5.75% $208,100.00 Subordinate/Fixed Rate September 25, 2021 BB/NA/NA $250,000.00
II-B-2 5.75% $156,000.00 Subordinate/Fixed Rate September 25, 2021 B/NA/NA $250,000.00
II-B-3 5.75% $156,192.10 Subordinate/Fixed Rate September 25, 2021 NA/NA/NA $250,000.00
(1) The Certificates, other than the Class B and Class R Certificates, shall be Book-Entry Certificates. The Class B and Class R Certificates
shall be delivered to the holders thereof in physical form.
(2) The Certificates, other than the Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate
Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class I-A-P, Class II-A-P,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates) in excess thereof, except that one Certificate
of any of the Class I-A-P, Class II-A-P, Class I-B-3, Class II-B-1 and Class II-B-3 Certificates that contain an uneven multiple of $1,000
shall be issued in a denomination equal to the sum of the related minimum denomination set forth above (or in the case of the Class II-B-1,
Class II-B-2 and Class II-B-3 Certificates in minimum original denominations equal to the initial Certificate Principal Balance of such
Certificate) and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000.
(3) Adjustable Rates Initial Formula: Maximum Minimum
Class I-A-1 5.67% LIBOR + 0.34% 7.50% 0.34%
Class I-A-2 1.83% 7.16% - LIBOR 7.16% 0.00%
(4) The Class I-A-2 Certificates do not have a certificate principal balance. For the purpose of calculating interest payments, interest on
the Class I-A-2 Certificates will accrue on a notional amount equal to the certificate principal balance of the Class I-A-1 Certificates
immediately prior to the related distribution date.
(5) The initial Pass-Through Rate on the Class I-A-V Certificates is 0.4983% and the initial Pass-Through Rate on the Class II-A-V Certificates
is 0.5383%.
(6) The Class I-A-V Certificates and Class II-A-V Certificates each do not have a principal balance. For the purpose of calculating interest
payments, interest will accrue on a notional amount equal to, in the case of Class I-A-V Certificate, the aggregate stated principal balance of
the mortgage loans in Loan Group I, and in the case of Class II-A-V Certificate, the aggregate stated principal balance of the mortgage loans
in Loan Group II.
(7) Each class of the Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate of each Class will be issuable to Residential Funding as “tax matters person” pursuant to Section
10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%.
The Group I Loans have an aggregate principal balance as of the Cut-off Date of $537,001,475.76. The
Group II Loans have an aggregate principal balance as of the Cut-off Date of $104,046,563.88.
In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date, as to any Class or Subclass of
Certificates (other than any Principal Only Certificates), interest accrued during the related Interest Accrual
Period at the related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof
immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a
360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans in the related Loan Group (to the extent
not offset by the Master Servicer with a payment of Compensating Interest as provided in
Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) of Realized Losses on all Mortgage Loans in the related
Loan Group (including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made with respect to a Mortgage Loan
or REO Property on the Mortgage Loans in the related Loan Group, which remained unreimbursed
following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property and (B)
made with respect to delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses on the Mortgage
Loans in the related Loan Group and were not allocated solely to one or more specific Classes
of Certificates pursuant to Section 4.05, and
(iv) any other interest shortfalls not covered by the subordination provided by the related Class M
Certificates and related Class B Certificates, including interest that is not collectible from
the Mortgagor pursuant to the Servicemembers Civil Relief Act, as amended, or similar
legislation or regulations as in effect from time to time, all allocated as described below.
The Class I-A Percentage of these reductions with respect to the Group I Loans will be allocated among the
Holders of the Group I Senior Certificates, other than the Class I-A-P Certificates, in proportion to the amounts
of Accrued Certificate Interest that would have been payable to those Certificates from the Group I Loans on that
Distribution Date absent such reductions. The Class II-A Percentage of these reductions with respect to the
Group II Loans will be allocated among the Holders of the Group II Senior Certificates, other than the Class
II-A-P Certificates, in proportion to the amounts of Accrued Certificate Interest that would have been payable to
those Certificates from the Group II Loans on that Distribution Date absent such reductions. The remainder of
these reductions will be allocated among the Holders of the related Class M Certificates and the related Class B
Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been payable
on that Distribution Date absent these reductions. In the case of each class of Class M Certificates and Class B
Certificates, Accrued Certificate Interest on that class will be further reduced by the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class M
Certificates or such Class of Class B in Certificates pursuant to Section 4.05.
Adjustable Rate Certificates: Any of the Class I-A-1 Certificates and Class I-A-2 Certificates.
Assignment Agreement and Amendment of Security Instrument: With respect to a Sharia Mortgage Loan, the
agreement between the consumer and the co-owner pursuant to which all of the co-owner’s interest as a beneficiary
under the related Sharia Mortgage Loan Security Instrument and the co-owner’s interest in the related Mortgaged
Property is conveyed to a subsequent owner, which may take the form of an “Assignment Agreement” and an
“Amendment of Security Instrument” or an “Assignment Agreement and Amendment of Security Instrument”, as
applicable.
Available Distribution Amount: As to any Distribution Date and each Loan Group, 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, (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
(w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans in the related Loan
Group pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: With respect to Loan Group I, as of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $192,409 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to one or more specific Classes of Group I Certificates in
accordance with Section 4.05 of this Series Supplement. With respect to Loan Group II, as of any date of
determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of
Group II Certificates in accordance with Section 4.05 of this Series Supplement. With respect to any Loan Group,
as of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the related Bankruptcy Amount calculated as of the close of business on
the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with
or preceding such date of determination (or, if such date of determination is an anniversary of the
Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this
definition, the “Relevant Anniversary”) and (b) the greatest of:
(A) (i) if the aggregate principal balance of the Non-Primary Residence Loans in
the related Loan Group as of the Relevant Anniversary is less than 10% of the Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the Relevant Anniversary, $0.00,
or (ii) if the aggregate principal balance of the Non-Primary Residence Loans in the related
Loan Group as of the Relevant Anniversary is equal to or greater than 10% of the Stated
Principal Balance of the Mortgage Loans in the related Loan Group as of the Relevant
Anniversary, the sum of (I) the aggregate principal balance of the Non-Primary Residence Loans
in the related Loan Group with a Loan-to-Value Ratio of greater than 80.00% but less than or
equal to 90.00% (other than Additional Collateral Loans), times 0.25%, (II) the aggregate
principal balance of the Non-Primary Residence Loans in the related Loan Group with a
Loan-to-Value Ratio of greater than 90.00% but less than or equal to 95.00% (other than
Additional Collateral Loans), times 0.50%, and (III) the aggregate principal balance of the
Non-Primary Residence Loans in the related Loan Group with a Loan-to-Value Ratio of greater
than 95.00% (other than Additional Collateral Loans) times 0.75%, in each case as of the
Relevant Anniversary;
(B) the greater of (i) the product of (x) an amount equal to the largest
difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the
related Loan Group (other than Additional Collateral Loans) which had an original Loan-to-Value
Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the
weighted average (based on the principal balance of the Mortgage Loans in the related Loan
Group as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans in the
related Loan Group as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to
the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans
remaining in the related Loan Group as of the Relevant Anniversary, and (z) one plus the
quotient of the number of all Non-Primary Residence Loans remaining in the related Loan Group
divided by the total number of Outstanding Mortgage Loans in the related Loan Group as of the
Relevant Anniversary, and (ii) $50,000; and
(C) the greater of (i) 0.0006 times the aggregate principal balance of all the
Mortgage Loans in the related Loan Group as of the Relevant Anniversary having a Loan-to-Value
Ratio (other than Additional Collateral Loans) at origination which exceeds 75% and (ii)
$100,000,
over (2) the aggregate amount of related Bankruptcy Losses allocated solely to one or more
specific Classes of Group I Certificates or Group II Certificates, as applicable, in accordance with
Section 4.05 since the Relevant Anniversary.
The related Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the
manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Capitalization Reimbursement Amount: As to any Distribution Date and Loan Group the amount of Advances
or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group
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 related 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 and Loan Group, 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 in such Loan Group during the preceding calendar month exceeds the amount of principal
payments on the Mortgage Loans included in the Available Distribution Amount for that Loan Group and Distribution
Date.
Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class
I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-P, Class I-A-V, Class II-A-1, Class
II-A-P, Class II-A-V, Class R-I, Class R-II, Class R-III, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1,
Class II-M-2, Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates.
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 2006-QS13” and which must be an Eligible Account.
Certificate Group: With respect to (i) Loan Group I, the Group I Senior, Class I-M and Class I-B
Certificates; and (ii) Loan Group II, the Group II Senior, Class II-M and Class II-B Certificates.
Certificate Policy: None.
Certificate Principal Balance: With respect to each Certificate (other than any Interest Only
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,
plus
(ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 4.02, minus
(iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with Realized Losses which
were previously allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05;
provided, that the Certificate Principal Balance of each Certificate of the Class of Subordinate Certificates
with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest
represented by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal
Balance of all Classes of Certificates in the related Certificate Group then outstanding over (B) the then
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I or Loan Group II, as applicable.
Class A-P Certificates: The Class I-A-P Certificates, which relate to and are payable from the Group I
Loans, and Class II-A-P Certificates, which relate to and are payable from the Group II Loans.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount
Mortgage Loan, any Distribution Date and any Loan Group, the extent to which the amount described in clause
(C)(1) of the definition of Class A-P Principal Distribution Amount for such Loan Group is less than the amount
described in clause (C)(2) of such definition.
Class A-V Certificates: The Class I-A-V Certificates, which relate to and are payable from the Group I
Loans, and Class II-A-V Certificates, which relate to and are payable from the Group II Loans.
Class I-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate
Certificate Principal Balance of the Group I Senior Certificates, other than the Class I-A-P Certificates,
immediately prior to that Distribution Date divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans in Loan Group I, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group I,
immediately prior to that Distribution Date. The Class I-A Percentage will initially equal approximately 93.08%
and will in no event exceed 100%.
Class I-M Certificates: The Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.
Class II-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate
Certificate Principal Balance of the Group II Senior Certificates, other than the Class II-A-P Certificates,
immediately prior to that Distribution Date divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans in Loan Group II, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group
II, immediately prior to that Distribution Date. The Class II-A Percentage will initially equal approximately
96.97% and will in no event exceed 100%.
Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class II-M-3 Certificates.
Class B Certificates: The Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates. The Class I-B-1, Class I-B-2 and Class I-B-3 Certificates relate to and are payable from
the Group I Loans. The Class II-B-1, Class II-B-2 and Class II-B-3 Certificates relate to and are payable from
the Group II Loans.
Class M Certificates: The Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2 and Class
II-M-3 Certificates. The Class I-M-1, Class I-M-2 and Class I-M-3 Certificates relate to and are payable from
the Group I Loans. The Class II-M-1, Class II-M-2 and Class II-M-3 Certificates relate to and are payable from
the Group II Loans
Class R Certificate: Any one of the Class R-I, Class R-II and Class R-III Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing
an interest designated as a “residual interest” in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a “residual interest” in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a “residual interest” in REMIC III for purposes of the REMIC Provisions.
Closing Date: September 28, 2006.
Compensating Interest: With respect to any Distribution Date and each Loan Group an amount equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full during the related Prepayment Period
and Curtailments during the prior calendar month and included in the Available Distribution Amount for the such
Loan Group on such Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group immediately preceding such Distribution
Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and
the Certificate Account and payable to the Certificateholders with respect to the Mortgage Loans in the related
Loan Group and such Distribution Date; provided that for purposes of this definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02(a) except as may be required pursuant to the last sentence of
such Section.
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 Deutsche Bank Trust Company Americas, 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Residential Accredit Loans, Inc., Series 2006-QS13.
Credit Support Depletion Date: With respect to Loan Group I, the first Distribution Date on which the
Certificate Principal Balances of the Class I-M, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates have been
reduced to zero. With respect to Loan Group II, the first Distribution Date on which the Certificate Principal
Balances of the Class II-M, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates have been reduced to zero.
Custodial File: Any mortgage loan document in the Mortgage File that is required to be delivered to the
Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date: September 1, 2006.
Determination Date: With respect to any Distribution Date, the second Business Day prior to each
Distribution Date.
Discount Net Mortgage Rate: With respect to Loan Group I, 6.50% per annum. With respect to Loan Group
II, 5.75% per annum.
Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date
occurs.
Eligible Funds: With respect to any Distribution Date and Loan Group, an amount equal to the excess of
(a) the Available Distribution Amount for such Loan Group over (b) the sum of (i) the aggregate amount of Accrued
Certificate Interest on the related Senior Certificates, (ii) the related Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the related Class A-P Principal
Distribution Amount for Loan Group I or Loan Group II, as applicable (determined without regard to clause (E) of
the definition of Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class I-M, Class I-B-1 and Class I-B-2 Certificates, or the Class II-M, Class II-B-1 and Class
II-B-2 Certificates, as applicable.
Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate
Certificate Principal Balance of the Class of Subordinate Certificates in the Certificate Group related to a Loan
Group then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be
allocated to such Class or Classes, the excess, if any, of (i) the amount that would otherwise be distributable
in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess,
if any, of the aggregate Certificate Principal Balance of such Class or Classes of Certificates immediately prior
to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such Classes of
Certificates on such Distribution Date as reduced by any amount calculated with respect to that Loan Group
pursuant to clause (E) of the definition of Class A-P Principal Distribution Amount.
Floater Certificates: The Class I-A-1 Certificates.
Fraud Loss Amount: With respect to Loan Group I, as of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off Date an amount equal to 3.00% of the
aggregate outstanding principal balance of all of the Group I Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses related to Loan Group I, allocated solely to one or more specific Classes of Group I
Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of
determination, and (Z) from the first to, but not including, the fifth anniversary of the Cut-off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount related to Loan Group I as of the most recent anniversary of
the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Group I Loans as of
the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses related to Loan
Group I allocated solely to one or more specific Classes of Group I Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth
anniversary of the Cut-off Date, the Fraud Loss Amount related to Loan Group I shall be zero.
With respect to Loan Group II, as of any date of determination after the Cut-off Date, an amount equal
to: (X) prior to the first anniversary of the Cut-off Date an amount equal to 3.00% of the aggregate outstanding
principal balance of all of the Group II Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
related to Loan Group II, allocated solely to one or more specific Classes of Group II Certificates in accordance
with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination, (Y) from the
first to, but not including, the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Fraud Loss Amount related to Loan Group II as of the most recent anniversary of the Cut-off Date and (b)
1.00% of the aggregate outstanding principal balance of all of the Group II Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses related to Loan Group II allocated
solely to one or more specific Classes of Group II Certificates in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z) from the second to, but not
including, the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount related to Loan Group II as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the
aggregate outstanding principal balance of all of the Group II Loans as of the most recent anniversary of the
Cut-off Date minus (2) the aggregate amount of Fraud Losses related to Loan Group II allocated solely to one or
more specific Classes of Group II Certificates in accordance with Section 4.05 since the most recent anniversary
of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the
Fraud Loss Amount related to Loan Group II shall be zero.
The Fraud Loss Amount related to Loan Group I or Loan Group II, as applicable, may be further reduced by
the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to
any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such
reduction shall not reduce the rating assigned to any Class of related Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group II Loans.
Group I Senior Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-V, Class I-A-P and Class R-I
Certificates, which relate to and are payable from the Group I Loans.
Group II Senior Certificates: The Class II-A-1, Class II-A-V, Class II-A-P, Class R-II and Class R-III
Certificates, which relate to and are payable from the Group II Loans.
Highest Priority: As of any date of determination, the Class of related Subordinate Certificates then
outstanding with a Certificate Principal Balance greater than zero, with the earliest priority for payments
pursuant to Section 4.02(a), in the following order: (a) for the Subordinate Certificates related to Loan Group
I, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (b) for the
Subordinate Certificates related to Loan Group II, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates.
Initial Monthly Payment Fund: With respect to the Group I Loans, $112,000, representing scheduled
principal amortization and interest at the Net Mortgage Rate payable during the October 2006 Due Period, for
those Group I Loans for which the Trustee will not be entitled to receive such payment. With respect to the
Group II Loans, $604,600, representing scheduled principal amortization and interest at the Net Mortgage Rate
payable during the October 2006 Due Period, for those Group II Loans for which the Trustee will not be entitled
to receive such payment.
Initial Notional Amount: With respect to the Class I-A-V Certificates, the aggregate Cut-off Date
Principal Balance of the Group I Loans and with respect to the Class II-A-V Certificates, the aggregate Cut-off
Date Principal Balance of the Group II Loans. With respect to any Subclass issued pursuant to Section 5.01(c),
the aggregate Stated Principal Balance of the Mortgage Loans corresponding to such Subclass as of the Cut-Off
Date.
Initial Subordinate Class Percentage: With respect to each Class of related Subordinate Certificates, an
amount which is equal to the initial aggregate Certificate Principal Balance of such related Class of
Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans in the
related Loan Group as of the Cut-off Date as follows:
Class I-M-1: 3.75% Class I-B-1: 0.50%
Class I-M-2: 1.05% Class I-B-2: 0.40%
Class I-M-3: 0.80% Class I-B-3: 0.40%
Class II-M-1: 1.85% Class II-B-1: 0.20%
Class II-M-2: 0.40% Class II-B-2: 0.15%
Class II-M-3: 0.25% Class II-B-3: 0.15%
Interest Accrual Period: With respect to any Class of Certificates (other than the Adjustable Rate
Certificates) and any Distribution Date, the calendar month preceding the month in which such Distribution Date
occurs. With respect to the Adjustable Rate Certificates and any Distribution Date, the period beginning on the
25th day of the month preceding the month in which such Distribution Date occurs and ending on the 24th day of
the month in which such Distribution Date occurs.
Interest Only Certificates: Any one of the Class I-A-2 Certificates, Class I-A-V Certificates and Class
II-A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance.
Inverse Floater: The Class I-A-2 Certificates.
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 1.03.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II Loans.
Lockout Certificates: The Class A-3 Certificates and Class A-4 Certificates.
Lockout Percentage-For any Distribution Date occurring prior to the Distribution Date in October 2011,
0%. For each Distribution Date thereafter, a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Lockout Certificates and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans in Loan Group I, other than the Discount Fraction of the
Discount Mortgage Loans in Loan Group I.
Lockout Shift Percentage: For any Distribution Date occurring prior to the Distribution Date in October
2011, 0%. For any Distribution Date occurring thereafter, as follows: 30% for any Distribution Date on or after
October 2011 and prior to October 2012; 40% for any Distribution Date on or after October 2012 and prior to
October 2013; 60% for any Distribution Date on or after October 2013 and prior to October 2014; 80% for any
Distribution Date on or after October 2014 and prior to October 2015; and 100% for any Distribution Date
thereafter.
Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other
Class of related Subordinate Certificates then outstanding with a later priority for payments pursuant to Section
4.02(a).
Lowest Priority: As of any date of determination, the Class of related Subordinate Certificates then
outstanding with a Certificate Principal Balance greater than zero, with the latest priority for payments
pursuant to Section 4.02(a), in the following order: (a) for the Subordinate Certificates related to Loan Group
I, Class I-B-3, Class I-B-2, Class I-B-1, Class I-M-3, Class I-M-2 and Class I-M-1 Certificates and (b) for the
Subordinate Certificates related to Loan Group II, Class II-B-3, Class II-B-2, Class II-B-1, Class II-M-3, Class
II-M-2 and Class II-M-1 Certificates .
Maturity Date: With respect to Certificates in the Certificate Group related to Loan Group I, September
25, 2036, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan in
Loan Group I. With respect to Certificates in the Certificate Group related to Loan Group II, September 25,
2021, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan in Loan
Group II.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan which is not a Cooperative
Loan, the mortgage, deed of trust or other comparable instrument creating a first lien on an estate in fee simple
or leasehold interest in real property securing a Mortgage Note. With respect to each Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security Instrument.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit One-II (with respect to Loan Group II) (in each case, as amended from time
to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan in the related Loan Group:
(i) the Mortgage Loan identifying number (“RFC LOAN #”);
(ii) the maturity of the Mortgage Note (“MATURITY DATE”);
(iii) the Mortgage Rate (“ORIG RATE”);
(iv) the Subservicer pass-through rate (“CURR NET”);
(v) the Net Mortgage Rate (“NET MTG RT”);
(vi) the Pool Strip Rate (“STRIP”);
(vii) the initial scheduled monthly payment of principal, if any, and interest (“ORIGINAL P &
I”);
(viii) the Cut-off Date Principal Balance (“PRINCIPAL BAL”);
(ix) the Loan-to-Value Ratio at origination (“LTV”);
(x) the rate at which the Subservicing Fee accrues (“SUBSERV FEE”) and at which the Servicing
Fee accrues (“MSTR SERV FEE”);
(xi) 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
(xii) 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 Loans: Such of the mortgage loans, including any Sharia Mortgage Loans, transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of
the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and
Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation,
(i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, (ii) with respect to each Sharia Mortgage Loan, the related Obligation to Pay, Sharia Mortgage Loan
Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Assignment Agreement and Amendment of Security
Instrument and Mortgage File and all rights appertaining thereto and (iii) with respect to each Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, each related Mortgage Note, Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. With respect to each
Sharia Mortgage Loan, the related Obligation to Pay.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any
modification thereto other than a Servicing Modification. As to any Sharia Mortgage Loan, the profit factor
described in the related Obligation to Pay, or any modification thereto other than a Servicing Modification.
Mortgagor: The obligor on a Mortgage Note, or with respect to a Sharia Mortgage Loan, the consumer on
an Obligation to Pay.
Notional Amount: As of any Distribution Date (i) with respect to the Class I-A-2 Certificates, an amount
equal to the Certificate Principal Balance of the Class I-A-1 Certificates immediately prior to such date;
provided, however, for federal income tax purposes, as of any Distribution Date, with respect to the Class I-A-2
Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of
Uncertificated REMIC I Regular Interest V; (ii) with respect to any Class I-A-V Certificates or Subclass thereof
issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Group I Loans corresponding to
the Uncertificated REMIC III Regular Interests Z1 represented by such Class or Subclass immediately prior to such
date; and (iii) with respect to any Class II-A-V Certificates or Subclass thereof issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Group II Loans corresponding to the Uncertificated REMIC
III Regular Interests Z2 Regular Interests represented by such Class or Subclass immediately prior to such date.
Obligation to Pay: The originally executed obligation to pay or similar agreement evidencing the
obligation of the consumer under a Sharia Mortgage Loan, together with any modification thereto.
Pass-Through Rate: With respect to the Senior Certificates (other than the Adjustable Rate
Certificates, Class A-V Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates
and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto.
o With respect to the Class I-A-1 Certificates and the initial Interest Accrual Period, 5.67% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus
0.34%, with a maximum rate of 7.50% and a minimum rate of 0.34% per annum.
o With respect to the Class I-A-2 Certificates and the initial Interest Accrual Period, 1.83% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 7.16% minus
LIBOR, with a maximum rate of 7.16% per annum and a minimum rate of 0.00% per annum.
With respect to each Class of Class A-V Certificates (other than any Subclass thereof) and any
Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of
all Mortgage Loans in the related Loan Group as of the Due Date in the related Due Period, weighted on the basis
of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such
Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off
Date). With respect to the Class I-A-V Certificates and the Class II-A-V Certificates and the initial
Distribution Date the Pass-Through Rate is equal to 0.4983% and 0.5383% per annum, respectively. With respect to
any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed
as a percentage, of the Pool Strip Rates of all Mortgage Loans in the related Loan Group corresponding to the
Uncertificated Class REMIC III Regular Interests Z represented by such Subclass as of the Due Date in the related
Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the
day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close
of business on the Cut-off Date). The Class A-P Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, a per annum rate equal to the
excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate for such Loan
Group (but not less than 0.00%) per annum.
Planned Principal Balance: With respect to any Distribution Date, the amount set forth in the table
entitled “Planned Principal Balances” in Exhibit Five opposite such date.
Prepayment Assumption: With respect to Loan Group I, the prepayment assumption to be used for
determining the accrual of original issue discount and premium and market discount on the related Certificates
for federal income tax purposes, which assumes a constant prepayment rate of 10.0% per annum of the then
outstanding principal balance of the related Mortgage Loans in the first month of the life of such Mortgage Loans
and an additional approximately 1.272727% per annum in each month thereafter until the twelfth month, and
beginning in the twelfth month and in each month thereafter during the life of the related Mortgage Loans, a
constant prepayment rate of 24.0% per annum. With respect to Loan Group II, the prepayment assumption to be used
for determining the accrual of original issue discount and premium and market discount on the related
Certificates for federal income tax purposes, which assumes a constant prepayment rate of 8.0% per annum of the
then outstanding principal balance of the related Mortgage Loans in the first month of the life of such Mortgage
Loans and an additional approximately 0.909090909% per annum in each month thereafter until the twelfth month,
and beginning in the twelfth month and in each month thereafter during the life of the related Mortgage Loans, a
constant prepayment rate of 18.0% per annum.
Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate
Certificates in the Certificate Group for Loan Group I and Loan Group II, under the applicable circumstances set
forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in October 2011 (unless the
Certificate Principal Balances of the related Senior Certificates (other than the related Class
A-P Certificates), have been reduced to zero), 0%.
(ii) For any Distribution Date not discussed in clause (i) above on which any Class of related
Subordinate Certificates are outstanding:
(a) in the case of the Class of related Subordinate Certificates then outstanding
with the Highest Priority and each other Class of Subordinate Certificates for which the
related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a
percentage, the numerator of which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of which is the sum of the Certificate
Principal Balances immediately prior to such date of (1) the Class of related Subordinate
Certificates then outstanding with the Highest Priority and (2) all other Classes of related
Subordinate Certificates for which the respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of related Subordinate Certificates for which
the Prepayment Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any
Distribution Date as provided in Section 4.02 of this Series Supplement (determined without
regard to the proviso to the definition of “Subordinate Principal Distribution Amount”) would
result in a distribution in respect of principal of any Class or Classes of Subordinate
Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any
such class, a “Maturing Class”), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as described above, would exactly
reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of Subordinate Certificates (any such Class, a “Non-Maturing
Class”) shall be recalculated in accordance with the provisions in paragraph (ii) above, as if
the Certificate Principal Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the “Recalculated Percentage”); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among
the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the
portion of such aggregate reduction so allocated to any Non-Maturing Class, the “Adjustment
Percentage”); and (d) for purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each Maturing Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of related
Subordinate Certificates (other than the Class I-M-1 Certificates and the Class II-M-1 Certificates), a test that
shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal
Balances of such Class and each Class of related Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) in the related Loan Group immediately prior to such Distribution Date
is greater than or equal to the sum of the Initial Subordinate Class Percentages of such Class and each Class of
related Subordinate Certificates with a Lower Priority.
Principal Only Certificates: Any one of the Class I-A-P Certificates and Class II-A-P Certificates.
Record Date: With respect to each Distribution Date and each Class of Certificates (other than the
Adjustable Rate Certificates for so long as the Adjustable Rate Certificates are in book-entry form), the close
of business on the last Business Day of the month preceding the month in which the related Distribution Date
occurs. With respect to each Distribution Date and the Adjustable Rate Certificates (so long as they are
Book-Entry Certificates), the close of business on the Business Day prior to such Distribution Date
Related Classes: As to any Uncertificated REMIC I Regular Interest, those classes of Certificates
identified as “Related Classes of Certificates” to such Uncertificated REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest. As to any Uncertificated REMIC II Regular Interest, those classes of
Certificates identified as “Related Classes of Certificates” to such Uncertificated REMIC II Regular Interest in
the definition of Uncertificated REMIC II Regular Interest.
REMIC I: The segregated pool of assets with respect to which a REMIC election is to be made, consisting
of:
(i) the Group I Loans and the related Mortgage Files,
(ii) all payments and collections in respect of the Group I Loans due after the Cut-off
Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan, but not including amounts on deposit in
the related Initial Monthly Payment Fund,
(iii) property which secured a Group I Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged
Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, in each case
related to Group I Loans, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is to be made,
consisting of:
(i) the Group II Loans and the related Mortgage Files,
(ii) all payments and collections in respect of the Group II Loans due after the Cut-off
Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan, but not including amounts on deposit in
the related Initial Monthly Payment Fund,
(iii) property which secured a Group II Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged
Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, in each case
related to Group II Loans, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC III: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests and
the Uncertificated REMIC II Regular Interests conveyed in trust to the Trustee for the benefit of the holders of
each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) pursuant to
Section 2.06, with respect to which a separate REMIC election is to be made.
Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior
to the 60th Distribution Date and either Loan Group, 100%. With respect to any Distribution Date thereafter and
either Loan Group as follows:
(i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd
Distribution Date, the related Senior Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii)for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th
Distribution Date, the related Senior Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th
Distribution Date, the related Senior Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv)for any Distribution Date after the 96th Distribution Date but on or prior to the 108th
Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior Percentage for such Distribution
Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall
not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans in the related Loan Group
delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property)
averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal
Balance of the related Subordinate Certificates, is less than 50% or (Y) the outstanding principal
balance of Mortgage Loans in the related Loan Group delinquent 60 days or more (including Mortgage Loans
which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the
Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans in the related Loan Group averaged
over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in the
related Loan Group to date for such Distribution Date if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or
50%, respectively, of the sum of the Initial Certificate Principal Balances of the related Subordinate
Certificates; or
(b)(1) the outstanding principal balance of Mortgage Loans in the related Loan Group delinquent
60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise
liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over
the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage
Loans in the related Loan Group averaged over the last six months, does not exceed 4% and (2) Realized
Losses on the Mortgage Loans in the related Loan Group to date for such Distribution Date, if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date
are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal
Balances of the related Subordinate Certificates; and
(ii) that for any Distribution Date on which the related Senior Percentage is greater than the related
Senior Percentage as of the Closing Date, the related Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Senior
Certificates related to a Loan Group (other than the related Class A-P Certificates, if any) to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Group I Senior Certificates or Group II Senior Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard
Terms as Exhibit A and Exhibit D.
Senior Interest Distribution Amount: With respect to any Distribution Date and Loan Group, the amount of
Accrued Certificate Interest required to be distributed from the related Available Distribution Amount to the
Holders of the related Senior Certificates for that Distribution Date.
Senior Percentage: The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal Distribution Amount: With respect to any Distribution Date and Loan Group the lesser of
(a) the balance of the related Available Distribution Amount remaining after the distribution of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding any
amount distributable pursuant to clause (E) of the definition of “Class A-P Principal Distribution Amount”), and
(b) the sum of the amounts required to be distributed to the Senior Certificateholders of the related Certificate
Group, other than the Class I-A-P Certificates, on such Distribution Date pursuant to Sections 4.02(a)(ii)(Y),
4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates: Any of the Class I-A-4 Certificates.
Sharia Mortgage Loan: A declining balance co-ownership transaction, structured so as to comply with
Islamic religious law.
Sharia Mortgage Loan Co-Ownership Agreement: The agreement that defines the relationship between the
consumer and co-owner and the parties’ respective rights under a Sharia Mortgage Loan, including their respective
rights with respect to the indicia of ownership of the related Mortgaged Property.
Sharia Mortgage Loan Security Instrument: The mortgage, security instrument or other comparable
instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing an
Obligation to Pay.
Special Hazard Amount: With respect to Loan Group I and as of any Distribution Date, an amount equal to
$5,370,015 minus the sum of (i) the aggregate amount of Special Hazard Losses related to Loan Group I allocated
solely to one or more specific Classes of Group I Certificates in accordance with Section 4.05 of this Series
Supplement and (ii) the related Adjustment Amount (as defined below) as most recently calculated. With respect
to Loan Group II and as of any Distribution Date, an amount equal to $2,980,809 minus the sum of (i) the
aggregate amount of Special Hazard Losses related to Loan Group II allocated solely to one or more specific
Classes of Group II Certificates in accordance with Section 4.05 of this Series Supplement and (ii) the related
Adjustment Amount (as defined below) as most recently calculated.
For either Loan Group and each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to
the amount, if any, by which the amount calculated in accordance with the preceding paragraph (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greater of
(i) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Group I Loans or Group II Loans, as applicable, on the Distribution Date immediately preceding
such anniversary and (ii) twice the outstanding principal balance of the Group I Loan or Group II Loan, as
applicable, with the largest outstanding principal balance as of the Distribution Date immediately preceding such
anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of
all the Group I Loans or Group II Loans, as applicable, on the Distribution Date immediately preceding such
anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all the Group I Loans or Group II Loans, as
applicable, secured by Mortgaged Properties in Loan Group I or Loan Group II, as applicable, located in the State
of California divided by the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of all the Group I Loans or Group II Loans, as applicable, expressed as a percentage, and the
denominator of which is equal to 19.92% and 17.25% (which percentage is equal to the percentage of all the Group
I Loans or Group II Loans, respectively, by aggregate principal balance initially secured by Mortgaged Properties
located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Group I Loan or Group II Loan, as applicable secured by a Mortgaged
Property in Loan Group I or Loan Group II, as applicable, (or, with respect to a Cooperative Loan, the related
Cooperative Apartment) located in the State of California.
The Special Hazard Amount related to Loan Group I or Loan Group II, as applicable, may be further
reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.0% and
(ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately
preceding Distribution Date) of the Group I Loans or Group II Loans, as applicable, secured by Mortgaged
Properties in Loan Group I or Loan Group II, as applicable, located in a single, five-digit zip code area in the
State of California by the outstanding principal balance of all the Group I Loans or Group II Loans, as
applicable, as of the immediately preceding Distribution Date.
Subordinate Certificate: With respect to Loan Group I, any one of the Class I-M Certificates or Class
I-B-1, Class I-B-2 and Class I-B-3 Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. With respect to
Loan Group II, any one of the Class II-M Certificates or Class II-B-1, Class II-B-2 and Class II-B-3
Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate
Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans in the related Loan Group (or
related REO Properties) (other than the related Discount Fraction of each related Discount Mortgage Loan)
immediately prior to such Distribution Date.
Subordinate Percentage: With respect to any Loan Group, as of any date of determination a percentage
equal to 100% minus the related Senior Percentage as of that date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each
Class of related Subordinate Certificates, (a) the sum of the following: (i) such Class’s pro rata share, based
on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the
aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such
Distribution Date for the related Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the
extent not payable to the related Senior Certificates; (ii) such Class’s pro rata share, based on the Certificate
Principal Balance of each Class of related Subordinate Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b) for the related Loan Group (without giving effect to the
related Senior Accelerated Distribution Percentages) to the extent such collections are not otherwise distributed
to the related Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and
(y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments
received in the preceding calendar month for the related Loan Group (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments with respect to a related Discount Mortgage Loan) to the
extent not payable to the related Senior Certificates; (iv) if such Class is the Class of related Subordinate
Certificates with the Highest Priority, any related Excess Subordinate Principal Amount for the related Loan
Group for such Distribution Date not paid to the related Senior Certificates; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the
extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of related
Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the
Lowest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (ii) the
related Capitalization Reimbursement Amount for such Loan Group and Distribution Date, other than the related
Discount Fraction of any portion of that amount related to each related Discount Mortgage Loan in the related
Loan Group, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for
such Class of related Subordinate Certificates, without giving effect to this clause (b)(ii), and the
denominator of which is the sum of the principal distribution amounts for all Classes of Certificates in the
related Certificate Group (other than the Class A-P Certificates), without giving effect to any reductions for
the Capitalization Reimbursement Amount.
Super Senior Certificates: Any of the Class I-A-3 Certificates.
Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated
REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on
the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular Interest, (ii)
as to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular Interest Z1, an
amount equal to one month’s interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance
of such Mortgage Loan reduced by such Interest’s pro-rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the Class I-A-V Certificates, (iii) as to each Uncertificated REMIC II
Regular Interest other than each Uncertificated REMIC II Regular Interest Z, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related
Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were
equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC II Regular Interest and (iv) as to
each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, an amount
equal to one month’s interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of
such Mortgage Loan reduced by such Interest’s pro-rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the Class II-A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests,
other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the definition of
Uncertificated REMIC I Regular Interests. With respect to each Uncertificated REMIC I Regular Interest Z and each
Uncertificated REMIC III Regular Interest Z1, the Pool Strip Rate for the related Mortgage Loan. With respect to
each of the Uncertificated REMIC II Regular Interests, other than the Uncertificated REMIC II Regular Interests
Z, the per annum rate specified in the definition of Uncertificated REMIC II Regular Interests. With respect to
each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, the Pool
Strip Rate for the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as
defined in the definition of Uncertificated REMIC I Regular Interest. With respect to each Uncertificated REMIC
II Regular Interest, as defined in the definition of Uncertificated REMIC II Regular Interest.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular Interests Z together with
the interests identified in the table below, each representing an undivided beneficial ownership interest in
REMIC I, and having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC I Regular Interest
identified in the table below shall be the amount identified as the Initial Principal Balance
thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed
distributed with respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which equals the
aggregate principal balance of the Classes of Certificates identified as related to such
Uncertificated REMIC I Regular Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular Interest
identified in the table below shall be the per annum rate set forth in the Pass-Through Rate
column of such table.
3. The Uncertificated REMIC I Regular Interest Distribution Amount for each Uncertificated REMIC
I Regular Interest identified in the table below shall be, for any Distribution Date, the
amount deemed distributed with respect to such Uncertificated REMIC I Regular Interest on such
Distribution Date pursuant to the provisions of Section 10.04(a).
---------------------------- ----------------------------------------- ---------------------- ------------------------
Uncertificated REMIC I Related Classes of Certificates Pass-Through Rate Initial Principal
Regular Interest Balance
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
V Class I-A-1, Class I-A-2 7.5% $166,039,000.00
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
W Class I-A-3, Class I-A-4, Class I-A-5, 6.00% $332,078,000.00
Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10 and Class
I-A-11
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
X Class I-A-P 0.00% $1,830,325.50
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
Y Class I-M-1, Class I-M-2, Class I-M-3, 6.50% $37,054,050.26
Class I-B-1, Class I-B-2, Class I-B-3
---------------------------- ----------------------------------------- ---------------------- ------------------------
Uncertificated REMIC I Regular Interests Z: Each of the 2,236 uncertificated partial undivided
beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 2,236, each relating to the
particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of
the related Mortgage Loan.
Uncertificated REMIC I Regular Interests Z Distribution Amount: With respect to any Distribution Date,
the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC
I Regular Interest, other than the Uncertificated REMIC I Regular Interests Z, the amount specified as the
Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto in the definition of
Uncertificated REMIC I Regular Interests. With respect to the Uncertificated REMIC I Regular Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular Interests Z together
with the interests identified in the table below, each representing an undivided beneficial ownership interest in
REMIC II, and having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC II Regular Interest
identified in the table below shall be the amount identified as the Initial Principal Balance
thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed
distributed with respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC II Regular Interest pursuant to Section 10.04(d), which equals the
aggregate principal balance of the Classes of Certificates identified as related to such
Uncertificated REMIC II Regular Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II Regular Interest
identified in the table below shall be the per annum rate set forth in the Pass-Through Rate
column of such table.
3. The Uncertificated REMIC II Regular Interest Distribution Amount for each Uncertificated REMIC
II Regular Interest identified in the table below shall be, for any Distribution Date, the
amount deemed distributed with respect to such Uncertificated REMIC II Regular Interest on
such Distribution Date pursuant to the provisions of Section 10.04(a).
---------------------------- ----------------------------------------- ---------------------- ------------------------
Uncertificated REMIC II Related Classes of Certificates Pass-Through Rate Initial Principal
Regular Interest Balance
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
X Class II-A-P 0.00% $879,871.78
---------------------------- ----------------------------------------- ---------------------- ------------------------
---------------------------- ----------------------------------------- ---------------------- ------------------------
Y Class II-A-1, Class II-M-1, Class 5.75% $103,166,642.10
II-M-2, Class II-M-3, Class II-B-1,
Class II-B-2, Class II-B-3, Class R-III
---------------------------- ----------------------------------------- ---------------------- ------------------------
Uncertificated REMIC II Regular Interests Z: Each of the 594 uncertificated partial undivided
beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 594, each relating to the
particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of
the related Mortgage Loan.
Uncertificated REMIC II Regular Interests Z Distribution Amount: With respect to any Distribution Date,
the sum of the amounts deemed to be distributed on the Uncertificated REMIC II Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC II Regular Interest Distribution Amounts: With respect to each Uncertificated
REMIC II Regular Interest, other than the Uncertificated REMIC II Regular Interests Z, the amount specified as
the Uncertificated REMIC II Regular Interest Distribution Amount with respect thereto in the definition of
Uncertificated REMIC II Regular Interests. With respect to the Uncertificated REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated REMIC III Regular Interest Z: Any of the Uncertificated REMIC III Regular Interests Z1
and Uncertificated REMIC III Regular Interests Z2
Uncertificated REMIC III Regular Interests Z1: Each of the 2,236 uncertificated partial undivided
beneficial ownership interests in REMIC III numbered sequentially from 1 through 2,236 each relating to the
identically numbered Uncertificated REMIC I Regular Interests Z, each having no principal balance and bearing
interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan
related to the identically numbered Uncertificated REMIC I Regular Interests Z, comprising such Uncertificated
REMIC III Regular Interests Z1’s pro rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated REMIC III Regular Interests Z2: Each of the 594 uncertificated partial undivided
beneficial ownership interests in REMIC III numbered sequentially from 1 through 594 each relating to the
identically numbered Uncertificated REMIC II Regular Interests Z, each having no principal balance and bearing
interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan
related to the identically numbered Uncertificated REMIC II Regular Interests Z, comprising such Uncertificated
REMIC III Regular Interests Z2’s pro rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated REMIC III Regular Interests Distribution Amount: With respect to any Distribution Date,
the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z and
Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a).
Underwriters: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Greenwich Capital Markets, Inc. and
Residential Funding Securities, LLC.
Section 1.02 Use of Words and Phrases.
“Herein,” “hereby,” “hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words
refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or
Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the plural.
References in the Pooling and Servicing Agreement to “interest” on and “principal” of the Mortgage Loans
shall mean, with respect to the Sharia Mortgage Loans, amounts in respect profit payments and acquisition
payments, respectively.
Section 1.03. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate Certificates for
any Interest Accrual Period (other than the initial Interest Accrual Period) will be determined as described
below:
On each Distribution Date, 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 the second LIBOR Business Day prior to the first day of such
Interest Accrual Period (“LIBOR Rate Adjustment Date”). “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, any 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 day that is one LIBOR Business Day prior to the
immediately preceding Distribution 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 Adjustable Rate 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 Adjustable Rate Certificates then
outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or,
in the case of the first LIBOR Rate Adjustment Date, 5.33% per annum; provided, however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the
third consecutive Distribution Date, the Trustee shall, after consultation with the Master Servicer, 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. “LIBOR
Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in
the city of London, England are required or authorized by law to be closed.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master Servicer’s
subsequent calculation of the Pass-Through Rates applicable to each of the Adjustable Rate 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 Rates on each of the
Adjustable Rate Certificates for the current and the immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) In connection with such assignment, except as set forth in Section 2.01(c) and subject to Section
2.01(d) below, the Company does hereby (1) with respect to each Mortgage Loan (other than a Cooperative Loan or a
Sharia Mortgage Loan) deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of the
documents or instruments described in clause (I)(ii) below (and the Master Servicer shall hold (or cause such
Affiliate to hold) such documents or instruments in trust for the use and benefit of all present and future
Certificateholders), (2) with respect to each MOM Loan, deliver to and deposit with the Trustee, or the Custodian
on behalf of the Trustee, the documents or instruments described in clauses (I)(i) and (v) below, (3) with
respect to each Mortgage Loan that is not a MOM Loan but is registered on the MERS® System, deliver to and
deposit with the Trustee, or to the Custodian on behalf of the Trustee, the documents or instruments described in
clauses (I)(i), (iv) and (v) below, (4) with respect to each Mortgage Loan that is not a MOM Loan and is not
registered on the MERS® System, deliver to and deposit with the Trustee, or to the Custodian on behalf of the
Trustee, the documents or instruments described in clauses (I)(i), (iii), (iv) and (v) below, and (5) with
respect to each Cooperative Loan and Sharia Mortgage Loan, the documents and instruments described in clause (II)
and clause (III) below:
(I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan or a Sharia Mortgage
Loan):
(i) The original Mortgage Note, endorsed without recourse in blank or to the order of the
Trustee, and showing an unbroken chain of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated
thereon;
(iii) The original Assignment of the Mortgage to the Trustee with evidence of recording
indicated thereon or a copy of such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the
Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of
recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the
Mortgage with evidence of recording indicated thereon; and
(v) The original of each modification, assumption agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred
loan agreement;
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the
originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from
such originator to the Trustee or a copy of such Cooperative Lease and Assignment of Proprietary Lease
and copies of any such intervening assignments;
(iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock
pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar
instrument) executed in blank or copies thereof;
(iv) The original recognition agreement by the Cooperative of the interests of the
mortgagee with respect to the related Cooperative Loan or a copy thereof;
(v) The Security Agreement or a copy thereof;
(vi) Copies of the original UCC-1 financing statement, and any continuation statements,
filed by the originator of such Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause
(vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security Agreement,
Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing
an unbroken chain of title from the originator to the Trustee, or a copy thereof;
(ix) The original of each modification, assumption agreement or preferred loan agreement,
if any, relating to such Cooperative Loan or a copy of each modification, assumption agreement or
preferred loan agreement; and
(x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the
Company as secured party and the Trustee as assignee and a duly completed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative Loans or copies thereof; and
(III) with respect to each Sharia Mortgage Loan so assigned:
(i) The original Obligation to Pay, endorsed without recourse in blank or to the order of
the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed Obligation to Pay, an original affidavit
from the related Seller or Residential Funding stating that the original Obligation to Pay was lost,
misplaced or destroyed, together with a copy of the related Obligation to Pay;
(ii) The original Sharia Mortgage Loan Security Instrument, with evidence of recording
indicated thereon or a copy of the Sharia Mortgage Loan Security Instrument with evidence of recording
indicated thereon;
(iii) An original Assignment and Amendment of Security Instrument, assigned to the Trustee
with evidence of recording indicated thereon or a copy of such Assignment and Amendment of Security
Instrument with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Sharia Mortgage Loan Security
Instrument showing an unbroken chain of title from the originator thereof to the Person assigning it to
the Trustee with evidence of recordation noted thereon or attached thereto, or a copy of such assignment
or assignments of the Sharia Mortgage Loan Security Instrument with evidence of recording indicated
thereon;
(v) The original Sharia Mortgage Loan Co-Ownership Agreement with respect to the related
Sharia Mortgage Loan or a copy of such Sharia Mortgage Loan Co-Ownership Agreement; and
(vi) The original of each modification or assumption agreement, if any, relating to such
Sharia Mortgage Loan or a copy of each modification or assumption agreement.
(c) The Company may, in lieu of delivering the original of the documents set forth in Sections
2.01(b)(I)(iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii),
(iii), (iv), (v) and (vi) (or copies thereof) to the Trustee or to the Custodian on behalf of the Trustee,
deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the
use and benefit of all present and future Certificateholders until such time as is set forth in the next
sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Sections 2.01(b)(I)(iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the
Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or to the Custodian on behalf of the Trustee.
The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund
that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27,
2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1,
2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana House Enrolled Act No.
1229, effective as of January 1, 2005.
(d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the
Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement
as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information
necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee
or to the Custodian on behalf of the Trustee a copy of such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company (i) shall promptly cause to be recorded in the appropriate public office for real property
records the Assignment referred to in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the
opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect
the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to
or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller
and its successors and assigns, (ii) shall promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clauses (II)(vii) and (x), respectively, of Section 2.01(b) and (iii) shall
promptly cause to be recorded in the appropriate public recording office for real property records the Assignment
Agreement and Amendment of Security Instrument referred to in clause (III)(iii) of Section 2.01(b). If any
Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a
substitute Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment or Assignment Agreement and
Amendment of Security Instrument to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the applicable person described in Section 2.01(b) any Assignment, substitute
Assignment, or Assignment Agreement and Amendment of Security Instrument or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof) recorded in connection with this paragraph with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or to the Custodian on behalf of the Trustee any Mortgage Note,
Obligation to Pay, Assignment Agreement and Amendment of Security Instrument or Assignment of Mortgage in blank,
the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note, Obligation to
Pay, Assignment Agreement and Amendment of Security Instrument and Assignment of Mortgage in the name of the
Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02.
In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Company
further agrees that it will cause, at the Company’s own expense, within 30 Business Days after the Closing Date,
the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code
in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies
the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(e) (See Section 2.01(e) of the Standard Terms).
(f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as
provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in
Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated
REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the
Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is
intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided
for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a security
interest in all of the Company’s right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts,
chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever kind or description now existing
or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Sharia Mortgage
Loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement,
Obligation to Pay and Assignment Agreement and Amendment of Security Instrument, (iii) with respect to each
Mortgage Loan other than a Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage Note and Mortgage,
and (iv) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable
pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular
Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any
and all of Residential Funding’s right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and
(D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the
Trustee, any Custodian on behalf of the Trustee or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit
accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper
shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without
limitation, Sections 8-106, 9-313, 9-314 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or
agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and, at the Company’s direction, Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular
Interests and the other property described above, such security interest would be determined to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of
this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause
to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Trustee’s security interest in or lien on the Mortgage Loans and any Uncertificated REMIC Regular Interests, as
evidenced by an Officers’ Certificate of the Company, including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Company
or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee’s name), (2) any change of type or jurisdiction of organization of Residential Funding or the
Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any
transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of each Initial Monthly Payment
Fund. The Master Servicer shall hold each Initial Monthly Payment Fund in the Custodial Account and shall
include the related Initial Monthly Payment Fund in the Available Distribution Amount for the each Loan Group for
the initial Distribution Date. Notwithstanding anything herein to the contrary, neither Initial Monthly Payment
Fund shall be an asset of any REMIC. To the extent that either Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any
REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to such Initial Monthly
Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
(h) (See Section 2.01(h) of the Standard Terms).
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective
Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above
(except that for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank) and declares
that it, or the Custodian as its agent, holds and will hold such documents and the other documents constituting a
part of the Custodial Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding
with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to
Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or
Custodian (the Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Custodial File delivered to it pursuant to Section 2.01(b) within 45 days
after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)),
have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the
“Interim Certification”) to the effect that all documents required to be delivered pursuant to Section 2.01(b)
above have been executed and received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification.
Upon delivery of the Custodial Files by the Company or the Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee’s agent, finds any document or documents constituting a part of a
Custodial File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the
Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the
Company and the Trustee of any such omission or defect found by it in respect of any Custodial File held by it in
respect of the items reviewed by it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master Servicer shall promptly notify
Residential Funding of such omission or defect and request Residential Funding to correct or cure such omission
or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if
Residential Funding does not correct or cure such omission or defect within such period, require Residential
Funding to purchase such Mortgage Loan from the Trust Fund at its Purchase Price, within 90 days from the date
the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause
the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such
cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for
any such Mortgage Loan shall be deposited by the Master Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Master Servicer, the Trustee or the Custodian, as the case may be, shall release the
contents of any related Mortgage File in its possession to the owner of such Mortgage Loan (or such owner’s
designee), and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in Residential Funding or its
designee any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the
Trust Fund. It is understood and agreed that the obligation of Residential Funding to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on
behalf of the Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the
Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing and in good
standing under the laws governing its creation and existence and is or will be in compliance with the
laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its
performance and compliance with the terms of this Agreement will not violate the Master Servicer’s
Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice
or lapse of time, or both, would constitute a material default) under, or result in the material breach
of, any material contract, agreement or other instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and
the Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and
to general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any order or decree of any court
or any order, regulation or demand of any federal, state, municipal or governmental agency, which
default might have consequences that would materially and adversely affect the condition (financial or
other) or operations of the Master Servicer or its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer’s knowledge,
threatened against the Master Servicer which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in the performance of this
Agreement with all reasonable rules and requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report
delivered to the Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to
the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material
fact necessary to make the information, certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each new,
Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all
material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage
Loans that are registered with MERS.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Custodial Files to the Trustee or the Custodian.
(a) Upon discovery by either the Company, the Master Servicer, the Trustee or the
Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (the Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall
either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a
Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in
the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be
other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure
such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee
on behalf of the Certificateholders.
(b) The 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 fully-amortizing (subject to interest only periods, if
applicable), fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of
the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification
of not more than 30 years, in the case of Group I Loans, and 15 years, in the case of Group II Loans;
(iv) To the best of the Company’s knowledge, if a Group I 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%;
and, if a Group II 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
30% 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 25% 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 12% of such balance if
the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 6% of such balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company’s knowledge, each such
Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are insurance companies whose
claims-paying abilities are currently acceptable to each Rating Agency;
(vi) No more than 0.5% of the Group I Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one zip code area in Virginia, and no
more than 0.4% of the Group I 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 Virginia; and no more than and
1.5% of the Group II 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 Florida, and no more than 1.2% of the Group II
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 Florida
(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) Approximately 52.0% of the Group I Loans by aggregate Stated Principal Balance as of
the Cut-off Date were underwritten under a reduced loan documentation program, approximately 9.8% of the
Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a
no-stated income program, and approximately 10.5% of the Group I Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a no income/no asset program; approximately 51.0%
of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program, approximately 10.1% of the Group II Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and
approximately 18.9% of the Group II Loans were underwritten under a no income/no asset program;
(x) Except with respect to approximately 20.1% of the Group I Loans by aggregate Stated
Principal Balance as of the Cut-off Date, and approximately 23.4% of the Group II 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 Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), 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) and (6);
(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) Approximately 0.4% and 0.8% of the Group I Loans and Group II Loans, respectively, by
aggregate Stated Principal Balance as of the Cut-off Date are Cooperative Loans; with respect to a
Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);
(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 has been made to an International Borrower, and no such
Mortgagor is a member of a foreign diplomatic mission with diplomatic rank;
(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 is an Additional Collateral Loan and none of the Mortgage
Loans is a Pledged Asset Loan.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Custodial Files to the Trustee or 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 Sellers.(See Section 2.04 of the Standard
Terms)
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I and REMIC II.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Custodial
Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund 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 (i) the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I and (ii)
the Class R-II Certificates in authorized denominations which together with the Uncertificated REMIC II Regular
Interests, evidence the beneficial interest in REMIC II.
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests and Uncertificated REMIC
II Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does
hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests to the Trustee for the benefit of the
Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates).
The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of
all present and future Holders of each Class of Certificates (other than the Class R-I Certificates and the Class
R-II Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I
Certificates and the Class R-II Certificates) to receive distributions from the proceeds of REMIC III in respect
of such Classes, and all ownership interests of the Holders of such Classes in such distributions, shall be as
set forth in this Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests and, concurrently therewith and in exchange 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, all Classes of Certificates (other than the
Class R-I Certificates and the Class R-II Certificates) in authorized denominations, which evidence the
beneficial interest in the entire REMIC III.
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms).
Section 2.09. Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby agree, notwithstanding any other
express or implied agreement to the contrary, that any and all Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph, the terms “tax treatment” and “tax structure” are
defined under Treasury Regulation § 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; Deposits to Custodial Account. (See
Section 3.07 of the Standard Terms)
Section 3.08 Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the Standard Terms)
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans. (See
Section 3.09 of the Standard Terms)
Section 3.10 Permitted Withdrawals from the Custodial Account. (See Section 3.10 of the Standard
Terms)
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder. (See Section
3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (See Section 3.12
of the Standard Terms)
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain
Assignments. (See Section 3.13 of the Standard Terms)
Section 3.14 Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the Standard Terms)
Section 3.15 Trustee to Cooperate; Release of Custodial Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes,
the Master Servicer will immediately notify the Trustee (if it holds the related Custodial File) or the Custodian
by a certification of a Servicing Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are required to be deposited in the
Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms
attached as Exhibit F to the Standard Terms, or, in the case of the Custodian, an electronic request in a form
acceptable to the Custodian, requesting delivery to it of the Custodial File. Within two Business Days of
receipt of such certification and request, the Trustee shall release, or cause the Custodian to release, the
related Custodial File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such
instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon and to cause the removal from the registration on the MERS® System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the
Master Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit F to the Standard Terms, or, in the case of the Custodian,
an electronic request in a form acceptable to the Custodian, requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and certifying as to the reason for
such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Custodial File or any document therein to the Master Servicer. The Master Servicer
shall cause each Custodial File or any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Custodial Account or (ii) the Custodial File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such
Custodial File or such document was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the
Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee’s behalf shall execute and deliver to the
Master Servicer, if necessary, any court pleadings, requests for trustee’s sale or other documents necessary to
the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by
the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or
invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest. (See Section 3.16 of the
Standard Terms)
Section 3.17 Reports to the Trustee and the Company. (See Section 3.17 of the Standard Terms)
Section 3.18 Annual Statement as to Compliance and Servicing Assessment. (See Section 3.18 of the
Standard Terms)
Section 3.19 Annual Independent Public Accountants’ Servicing Report. (See Section 3.19 of the
Standard Terms)
Section 3.20 Rights of the Company in Respect of the Master Servicer. (See Section 3.20 of the
Standard Terms)
Section 3.21 Administration of Buydown Funds. (See Section 3.21 of the Standard Terms)
Section 3.22 Advance Facility. (See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms).
Section 4.02 Distributions.
(a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying
Agent appointed by the Trustee) shall distribute to the Master Servicer, in the case of a distribution pursuant
to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the
case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the
Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder’s share (which share (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of
the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i)
below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject
to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the related Available
Distribution Amount remaining:
(i) (X) from the Available Distribution Amount related to Loan Group I to the holders
of the Group I Senior Certificates (other than the Class I-A-P Certificates) Accrued Certificate
Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V
Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a);
(Y) from the Available Distribution Amount related to Loan Group II to the holders
of the Group II Senior Certificates (other than the Class II-A-P Certificates) Accrued Certificate
Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class II-A-V
Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); and
(ii) (X) to the Class I-A-P Certificates from the Available Distribution Amounts from
Loan Group I and to the Class II-A-P Certificates, from the Available Distribution Amounts for Loan
Group II, the Class A-P Principal Distribution Amount for the related Loan Group (applied to reduce the
Certificate Principal Balance of the related Class A-P Certificates); and
(Y) to the Senior Certificates (other than the Class A-P Certificates and the
Class A-V Certificates) of each Certificate Group, from the Available Distribution Amount for the
related Loan Group in the priorities and amounts set forth in Section 4.02(b) and (c), the sum of the
following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as
applicable):
(A) the related Senior Percentage for such Distribution Date and Loan Group, as
applicable, times the sum of the following:
(1) the principal portion of each Monthly Payment due during the related
Due Period on each Outstanding Mortgage Loan in the related Loan Group (other than the
related Discount Fraction of the principal portion of such payment with respect to a
Discount Mortgage Loan, if any), whether or not received on or prior to the related
Determination Date, minus the principal portion of any Debt Service Reduction on any
Mortgage Loan in the related Loan Group (other than the related Discount Fraction of
the principal portion of such Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan in the related Loan
Group repurchased during the preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b)) 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 in such Loan Group
pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the
related Discount Fraction of such Stated Principal Balance or shortfall with respect
to each Discount Mortgage Loan, if any); and
(3) the principal portion of all other unscheduled collections (other
than Principal Prepayments in Full and Curtailments and amounts received in connection
with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) with respect to the related Loan
Group, including Subsequent Recoveries, received during the preceding calendar month
(or deemed to have been so received in accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard Terms (other than the related Discount
Fraction of the principal portion of such unscheduled collections, with respect to
each Discount Mortgage Loan, if any, in the related Loan Group);
(B) with respect to each Mortgage Loan in the related Loan Group for which a Cash
Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to
have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and
did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses related to such Loan Group, an amount equal to the lesser of (a)
the related Senior Percentage for such Distribution Date times the Stated Principal Balance of
such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance,
with respect to each Discount Mortgage Loan) and (b) the related Senior Accelerated
Distribution Percentage for such Distribution Date times the related unscheduled collections
(including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such
unscheduled collections, with respect to a Discount Mortgage Loan, included in clause (C) of
the definition of Class A-P Principal Distribution Amount);.
(C) the related Senior Accelerated Distribution Percentage for such Distribution
Date times the aggregate of all Principal Prepayments in Full with respect to the related Loan
Group received in the related Prepayment Period and Curtailments with respect to the related
Loan Group received in the preceding calendar month (other than the related Discount Fraction
of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage
Loan in the related Loan Group);
(D) any portion of the Excess Subordinate Principal Amount for such Distribution
Date allocated with respect to such Loan Group; and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this
Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after
application of amounts previously distributed pursuant to this clause (F) to the extent that
such amounts are not attributable to Realized Losses which have been allocated to the
Subordinate Certificates; minus;
(F) the related Capitalization Reimbursement Amount for such Distribution Date,
other than the related Discount Fraction of any portion of that amount related to each Discount
Mortgage Loan, if any, in the related Loan Group, multiplied by a fraction, the numerator of
which is the Senior Principal Distribution Amount, without giving effect to this clause (G),
and the denominator of which is the sum of the principal distribution amounts for all Classes
of related Certificates other than the related Class A-P Certificates, payable from the
Available Distribution Amount for the related Loan Group without giving effect to any
reductions for the Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a
Loan Group have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for
deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer
Advances previously made with respect to any related Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan
or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses related to such Loan Group;
(iv) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as
applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided
below;
(v) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date, minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class I-M-1 Certificates or the Class II-M-1
Certificates, as applicable;
(vi) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as
applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided
below;
(vii) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date, minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a) (ix),
(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable;
(viii) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as
applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided
below;
(ix) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable;
(x) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as
applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided
below;
(xi) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable;
(xii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as
applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided
below;
(xiii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv)
and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the
Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable;
(xiv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as
applicable, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as
applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class
of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any
related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate Principal Balance of the Class I-B-3
Certificates or the Class II-B-3 Certificates, as applicable;
(xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective
outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts
for the related Loan Group remaining after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of
the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and
thereafter, to each Class of related Subordinate Certificates then outstanding beginning with such Class
with the Highest Priority, any portion of the related Available Distribution Amounts remaining after the
related Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of
each such Class of related Subordinate Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate Certificates; and
(xvii) to the Class R-III Certificates, the balance, if any, of the Available Distribution
Amounts for both Loan Groups.
Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of related
Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the
related Subordinate Certificates are no longer outstanding, the related Senior Certificates, Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent
that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates
results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued
Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to
make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the
subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.
(b) For the Group I Senior Certificates, prior to the occurrence of the Credit Support
Depletion Date:
(i) the Class A-P Principal Distribution Amount for Loan Group I shall be distributed to
the Class I-A-P Certificates until the Certificate Principal Balance thereof has been reduced to zero;
(ii) the Senior Principal Distribution Amount for Loan Group I shall be distributed in the
following manner and priority:
(A) first, to the Class R-I Certificates, until the Certificate Principal Balance thereof
has been reduced to zero;
(B) second, the balance of the Senior Principal Distribution Amount for Loan Group I
remaining after the distributions, if any, described in clauses (b)(ii)(A) above shall be
distributed concurrently as follows:
(0) 00.0000000000% of such amount shall be distributed to the
Class I-A-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; and
(0) 00.0000000000% of such amount shall be distributed in the
following manner and priority:
a. first, to the Lockout Certificates, on a pro rata
basis in accordance with their respective Certificate Principal
Balances until the Certificate Principal Balances of the Lockout
Certificates have been reduced to zero, an amount equal to the sum of
(X) the Lockout Percentage of the aggregate of the collections
described in clauses (A), (B), (C) and (E) (net of amounts set forth
in clause (F)) of Section 4.02(a)(ii)(Y) for Loan Group I, without
application of the Senior Percentage or the Senior Accelerated
Distribution Percentage for Loan Group I and (Y) the product of (1)
the Lockout Percentage (2) the Lockout Shift Percentage and (3) the
aggregate of the collections described in clause (C) of Section
4.02(a)(ii)(Y), without application of the Senior Accelerated
Distribution Percentage; provided, however, that if the aggregate of
the amounts set forth in clauses (A), (B), (C) and (E) (net of amounts
set forth in clause (F)) of Section 4.02(a)(ii)(Y) for Loan Group I is
more than the balance of the Available Distribution Amount for Loan
Group I remaining after the Senior Interest Distribution Amount and
the Class A-P Principal Distribution Amount for Loan Group I have been
distributed, the amount paid to the Lockout Certificates pursuant to
this clause (b)(ii)(B)(2)a. shall be reduced by an amount equal to the
Lockout Certificates’ pro rata share (based on the aggregate
Certificate Principal Balance of the Lockout Certificates relative to
the aggregate Certificate Principal Balance of the Group I Senior
Certificates (other than the Class I-A-P Certificates)) of such
difference:
b. second, any remaining amount shall be distributed
concurrently as follows;
1) 59.99986202333% of such amount shall be
distributed in the following manner and priority:
a) first, to the Class I-A-6
Certificates, an amount up to $100, until the
Certificate Principal Balance thereof has been
reduced to zero;
b) second, to the Class I-A-7
Certificates, any remaining amount, up to $100,
until the Certificate Principal Balance thereof
has been reduced to zero;
c) third, to the Class I-A-5
Certificates, any remaining amount, up to
$629,000, until the Certificate Principal Balance
thereof has been reduced to zero;
d) fourth, any remaining amount to
the Class I-A-6 Certificates, until the
Certificate Principal Balance thereof has been
reduced to the Planned Principal Balance for that
Distribution Date;
e) fifth, any remaining amount to
the Class I-A-7 Certificates until the
Certificate Principal Balance thereof has been
reduced to zero;
f) sixth, any remaining amount to
the to the Class I-A-6 Certificates, without
regard to the Planned Principal Balance for that
Distribution Date, until the Certificate
Principal Balance thereof has been reduced to
zero; and
g) seventh, any remaining amount
to the to the Class I-A-5 Certificates until the
Certificate Principal Balance thereof has been
reduced to zero; and
2) 40.0001379767% of such amount shall be
distributed in the following manner and priority:
a) first, to the Class I-A-8
Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
b) second, any remaining amount to
the Class I-A-9 Certificates until the
Certificate Principal Balance thereof has been
reduced to zero; and
c) third, any remaining amount to
the Class I-A-10 Certificates until the
Certificate Principal Balance thereof has been
reduced to zero;
c. third, any remaining amount to the Class I-A-11
Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and
d. fourth, any remaining amount to the Lockout
Certificates on a pro rata basis in accordance with their respective
Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero.
(c) For the Group II Senior Certificates prior to the occurrence of the Credit Support
Depletion Date,
(i) the Class A-P Principal Distribution Amount for Loan Group II shall be distributed to
the Class II-A-P Certificates, until the Certificate Principal Balance of that class has been reduced to
zero; and
(ii) an amount equal to the Senior Principal Distribution Amount for Loan Group II shall be
distributed as follows
(A) first, to the Class R-II Certificates and Class R-III Certificates, on a pro rata basis
in accordance with their respective Certificate Principal Balances, until the Certificate Principal
Balances of those classes have been reduced to zero; and
(B) second, to the Class II-A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero.
(d) Notwithstanding Section 4.02(b) and Section 4.02(c), on or after the related Credit Support
Depletion Date for Loan Group I or Loan Group II, the Senior Principal Distribution Amount for the related
Loan Group will be distributed to the remaining Senior Certificates in the related Certificate Group (other
than the related Class A-P Certificates and the related Class A-V Certificates) pro rata in accordance with
their respective outstanding Certificate Principal Balances.
(e) After the reduction of the Certificate Principal Balances of all Classes of Senior
Certificates of a Certificate Group (other than the related Class A-P Certificates) to zero but prior to the
related Credit Support Depletion Date, such Senior Certificates (other than the related Class A-P
Certificates) will be entitled to no further distributions of principal thereon and the applicable Available
Distribution Amount will be distributed solely to the holders of the related Class A-P Certificates, the
related Class A-V Certificates and the related Subordinate Certificates, in each case as described herein.
(f) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the
Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If,
after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of
related Subordinate Certificates with a Certificate Principal Balance greater than zero with the highest
payment priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess
Special Hazard Losses and Extraordinary Losses related to a Loan Group, have been allocated, but not by more
than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section
4.05. The amount of any remaining Subsequent Recoveries will be applied to increase from zero the
Certificate Principal Balance of the Class of related Certificates with the next lower payment priority, up
to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section
4.05. Any remaining Subsequent Recoveries will in turn be applied to increase from zero the Certificate
Principal Balance of the Class of related Certificates with the next lower payment priority up to the amount
of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on.
Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest
on the amount of such increases for any Interest Accrual Period preceding the Interest Accrual Period that
relates to the Distribution Date on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage
Interest.
(g) Reserved.
(h) 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.
(i) 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) do not surrender their Certificates for final cancellation, the
Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as
provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies; Exchange
Act Reporting. (See Section 4.03 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.
Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a
Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers’ Certificate. All Realized Losses, other than Excess Bankruptcy
Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses related to a Loan Group, on
Mortgage Loans in a Loan Group, shall be allocated to the Certificates in the related Certificate Group as
follows: first, to the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, until the
Certificate Principal Balance thereof has been reduced to zero; second, to the Class I-B-2 Certificates or the
Class II-B-2 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class I-M-3 Certificates or the
Class II-M-3 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to
zero; fifth, to the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class I-M-1 Certificates or the
Class II-M-1 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the related Class A-P
Certificates in an amount equal to the related Discount Fraction of the principal portion of the Realized Loss
until the Certificate Principal Balance of such Class A-P Certificates has been reduced to zero, and the
remainder of such Realized Losses on the Discount Mortgage Loans in the related Loan Group and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans in the related Loan Group will be allocated among (i) the
Group I Senior (other than the Class I-A-P Certificates) and, in the case of the interest portion of such
Realized Loss, the Class I-A-V Certificates (in the case of a Group I Loan) on a pro rata basis, or (ii) the
Group II Senior Certificates (other than the Class II-A-P Certificates) and, in the case of the interest portion
of such Realized Loss, the Class II-A-V Certificates (in the case of a Group II Loan) on a pro rata basis, as
described below; provided, however, that such Realized Losses otherwise allocable to the Super Senior
Certificates will be allocated to the Senior Support Certificates until the Certificate Principal Balance of the
Senior Support Certificates has been reduced to zero.
As used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more specified
Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each
such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized
Loss or based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of such
Distribution Date (without regard to any Compensating Interest allocated to the Available Distribution Amount of
such Loan Group for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as
provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt
Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date;
provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates in
the Certificate Group related to Loan Group I or Loan Group II, as applicable, below the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group. Any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to the related Subordinate Certificates then outstanding
with the Lowest Priority shall be made by operation of the definition of “Certificate Principal Balance” and by
operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other
than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of “Accrued Certificate Interest” and
by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss
resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation
of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be
made by operation of the provisions of Section 4.02(a). 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; provided that if any Subclasses of the Class A-V Certificates have been
issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates
shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest
payable on such Distribution Date that would have resulted absent such reductions.
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)
ARTICLE V
THE CERTIFICATES
(See Article V of the Standard Terms)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and Master Servicer. (See Section 6.01
of the Standard Terms.)
Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of
Rights and Delegation of Duties by the Master Servicer.
(a) (See Section 6.02(a) of the Standard Terms).
(b) Any Person into which the Company or the Master Servicer may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the
Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the
Master Servicer, shall be the successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything in this Section 6.02(b) to the contrary notwithstanding; provided, however, that the successor or
surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or
Xxxxxxx Mac; and provided further that each Rating Agency’s ratings, if any, of the Senior, Class M or Class B
Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) (See Section 6.02(c) of the Standard Terms).
(d) Notwithstanding anything else in this Section 6.02 to the contrary, the conversion of
Residential Funding Corporation’s or Residential Accredit Loans, Inc.’s organizational structure from a Delaware
corporation to a limited liability company shall not require the consent of any party or notice to any party and
shall not in any way affect the rights or obligations of Residential Funding Corporation or Residential Accredit
Loans, Inc. hereunder.
Section 6.03 Limitation on Liability of the Company, Master Servicer and Others. (See
Section 6.03 of the Standard Terms.)
Section 6.04 Company and Master Servicer Not to Resign. (See Section 6.04 of the Standard
Terms.)
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee. (See Section 8.01 of the Standard Terms)
Section 8.02 Certain Matters Affecting the Trustee. (See Section 8.02 of the Standard Terms)
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. (See Section 8.03 of the
Standard Terms)
Section 8.04 Trustee May Own Certificates. (See Section 8.04 of the Standard Terms)
Section 8.05 Master Servicer to Pay Trustee’s Fees and Expenses; Indemnification. (See Section
8.05 of the Standard Terms)
Section 8.06 Eligibility Requirements for Trustee. (See Section 8.06 of the Standard Terms)
Section 8.07 Resignation and Removal of Trustee. (See Section 8.07 of the Standard Terms)
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the successor trustee all Custodial Files and related documents
and statements held by it hereunder (other than any Custodial Files at the time held by the Custodian, which
shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers,
duties and obligations.
(b) (See Section 8.08(b) of the Standard Terms).
(c) (See Section 8.08(c) of the Standard Terms).
Section 8.09 Merger or Consolidation of Trustee. (See Section 8.09 of the Standard Terms)
Section 8.10 Appointment of Co-Trustee or Separate Trustee. (See Section 8.10 of the
Standard Terms)
Section 8.11 Appointment of Custodian.
The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of
the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into
a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related
custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial
Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee
shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of
the Closing Date) pursuant to this Section 8.11.
Section 8.12 Appointment of Office or Agency. (See Section 8.12 of the Standard Terms).
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
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 Depositor, the
Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the
Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of
the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Find 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 Group I Loans and all property acquired in
respect of any Group I Loan remaining in the Trust Fund and the purchase by the Master Servicer of all
Group II Loans and all property acquired in respect of any Group II Loan remaining in the Trust Fund, in
each case, at a price equal to 100% of the unpaid principal balance of each such 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; 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 this 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 pursuant to Section 4(k) of the
Assignment Agreement, that remain unpaid on the date of such purchase.
The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Group I
Loans, pursuant to clause (ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group I
Loans 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 Group I Loans. The right of the
Master Servicer to purchase all the assets of the Trust Fund relating to the Group II Loans, pursuant to clause
(ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group II Loans 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 Group II 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 being purchased. In addition,
the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and
any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the
Mortgage Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which the Aggregate Stated Principal Balance
of the Group I Loans, 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 Group I Loans, the Master Servicer shall have the right,
at its option, to purchase the Certificates related to Loan Group I, in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month’s
Accrued Certificate Interest thereon, or, with respect to the Class I-A-V Certificates, on their Notional Amount,
any previously unpaid Accrued Certificate Interest. On any Distribution Date on which the Aggregate Stated
Principal Balance of the Group II Loans, 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 Group II Loans, the Master Servicer
shall have the right, at its option, to purchase the Certificates related to Loan Group II, in whole, but not in
part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the
sum of one month’s Accrued Certificate Interest thereon, or, with respect to the Class II-A-V Certificates, on
their Notional Amount, 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 these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 40 days’ prior notice of the Distribution
Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders
(whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund
or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a
date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their
Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee
(in any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates
is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
and that payment will be made only upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give
such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer 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 above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund
is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail
notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall
distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer’s election to repurchase, or (ii) if the Master Servicer elected to so
repurchase, an amount equal to the outstanding Certificate Principal Balance of the Certificates, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment
and cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and
credited to the remaining Certificateholders by depositing such funds in a separate non-interest bearing escrow
account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to
the remaining Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain
in the escrow account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the
holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No
interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the
Master Servicer as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer
for such payment.
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 shall make an election to treat the entire segregated pool of assets described
in the definition of REMIC I, and subject to this Agreement (including the Group I Loans) as a REMIC (“REMIC I”)
for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated
pool of assets described in the definition of REMIC II, and subject to this Agreement (including the Group II
Loans) as a REMIC (“REMIC II”) for federal income tax purposes. The REMIC Administrator shall make an election to
treat the entire segregated pool of assets comprised of the Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests as a REMIC (“REMIC III”) for federal income tax purposes.
The Uncertificated 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 (as
defined herein) under the federal income tax law. The Uncertificated 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 (as defined herein) under the federal income tax law.
The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class
I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class II-A-1, Class I-A-V, Class I-A-P, Class II-A-P, Class
II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-M-1, Class II-M-2,
Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates and the Uncertificated REMIC III Regular
Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, the rights in and to which will be
represented by the related Class A-V Certificates, will be “regular interests” in REMIC III, and the Class R-III
Certificates will be the sole class of “residual interests” therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law. On and after the date of issuance of any Subclass of related Class
A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the related
Uncertificated REMIC III Regular Interest or Interests Z1 or Interests Z2 specified by the initial Holder of the
related Class A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests, Uncertificated
REMIC II Regular Interests and Uncertificated REMIC III Regular Interests Z.
(a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the
Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests, the Uncertificated REMIC
I Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts,
respectively, in the following order of priority to the extent of the related Available Distribution Amount, as
reduced by distributions made to the Class R-I Certificates or the Class R-II Certificates, as applicable,
pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests or the
Uncertificated REMIC II Regular Interests, as applicable, for such Distribution Date, plus any
Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the
sum of the amounts in respect of principal distributable on each Class of Certificates (other than the
Class R-I Certificates and the Class R-II Certificates) under Section 4.02(a), as allocated thereto
pursuant to Section 4.02(b).
(b) The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC I Regular
Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest V, (ii)
Uncertificated REMIC I Regular Interest W, (iii) Uncertificated REMIC I Regular Interest X and (ii)
Uncertificated REMIC I Regular Interest Y with the amount to be distributed allocated among such interests in
accordance with the priority assigned to each Related Class of Certificates, respectively, under Section 4.02(b)
until the Uncertificated Principal Balance of each such interest is reduced to zero. The amount described in
Section 10.04(a)(ii) in respect of the Uncertificated REMIC II Regular Interest Distribution Amounts shall be
deemed distributed to (i) Uncertificated REMIC II Regular Interest X and (iii) Uncertificated REMIC II Regular
Interest Y with the amount to be distributed allocated among such interests in accordance with the priority
assigned to each Related Class of Certificates, respectively, under Section 4.02(b) until the Uncertificated
Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts and the
Uncertificated REMIC II Regular Interest Distribution Amounts described in Section 10.04(a)(ii) shall be deemed
distributed by REMIC I to REMIC III or REMIC II to REMIC III, as the case may be, in accordance with the priority
assigned to the Uncertificated REMIC I Regular Interest or Uncertificated REMIC II Regular Interest as the case
may be, relative to that assigned to the Certificates under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts,
the Uncertificated REMIC II Regular Interest Distribution Amounts and Uncertificated REMIC III Regular Interest
Distribution Amounts:
(i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be
deemed allocated to the Uncertificated REMIC III Regular Interests Z1, in the case of the Class I-A-V
Certificates, and the Uncertificated REMIC III Regular Interests Z2, in the case of the Class II-A-V
Certificates, pro rata according to the respective amounts of Uncertificated Accrued Interest that would
have accrued on such Uncertificated REMIC III Regular Interests Z1 or Z2 for the Distribution Date for
which such allocation is being made in the absence of such allocation;
(ii) Realized Losses allocated to the Class I-A-P Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest X;
(iii) Realized Losses allocated to the Class II-A-P Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC II Regular Interest X;
(iv) Realized Losses allocated to the Class I-A-1 Certificates and Class I-A-2 Certificates
under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest V;
(v) Realized Losses allocated to the Class I-A-3 through Class I-A-11 Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest W;
(vi) Realized Losses allocated to the Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1,
Class I-B-2 and Class I-B-3 under Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest Y;
(vii) Realized Losses allocated to the Class II-A-1, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-B-1, Class II-B-2, Class II-B-3 Certificates and Class R-III Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y;
(viii) Realized Losses allocated to the Uncertificated REMIC III Regular Interests Z1 under
clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I
Regular Interest Z; and
(ix) Realized Losses allocated to the Uncertificated REMIC III Regular Interests Z2 under
clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC II
Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC III, in the priority
set forth in Sections 4.02(a) and (b), to the Holders of each Class of Certificates (other than the Class R-I
Certificates and the Class R-II Certificates) the amounts distributable thereon from the Uncertificated REMIC I
Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts
deemed to have been received by REMIC III from REMIC I and REMIC II under this Section 10.04. The amounts deemed
distributed hereunder with respect to the Class I-A-V Certificates and the Class II-A-V Certificates shall be
deemed to have been distributed in respect of the Uncertificated REMIC III Regular Interests Z1 and the
Uncertificated REMIC III Regular Interests Z2, respectively, in accordance with their respective Uncertificated
REMIC III Regular Interest Distribution Amounts, as such Uncertificated REMIC III Regular Interests Z1 and the
Uncertificated REMIC III Regular Interests Z2 comprise the Class I-A-V Certificates and the Class II-A-V
Certificates, respectively.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC II Regular Interests and the Uncertificated REMIC III Regular Interests Z described in this
Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section
4.02.
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.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
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 2006-QS13
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
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Standard & Poor's Ratings Services 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
----------------------------------------- ----------------------------------------------------------------------------
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.
96.0% of all of the Voting Rights shall be allocated among Holders of Certificates, other than
the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1.0% of all Voting Rights will be allocated among the Holders of the
Class I-A-2 Certificates in accordance with their respective Percentage Interests, 1.0% of all Voting Rights will
be allocated among the Holders of the Class I-A-V Certificates in accordance with their respective Percentage
Interests, 1.0% of all Voting Rights will be allocated among the Holders of the Class II-A-V Certificates in
accordance with their respective Percentage Interests and 0.34%, 0.33% and 0.33% of all Voting Rights will be
allocated among the Holders of the Class R-I, Class R-II and Class R-III Certificates, in accordance with their
respective Percentage Interests.
Section 11.010 No Petition.
The Depositor, 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.
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/Xxxxxxxxxxx Martinez_____________________
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President
Attest: ___/s/Xxx Jacobson______
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:____/s/Xxx Jacobson____________________________
Name: Xxx Xxxxxxxx
Title: Associate
Attest:___Christopher Martinez___
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]
By:___/s/ Xxx Stoddard_____________________________
Name:
Title:
Attest:__/s/ Xxxxxxx Campbell___
Name:
Title:
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of September, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxxxxxxx Xxxxxxxx, known to me to be a Vice President of Residential 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/Xxx Xxx Olson_____________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of September, 2006 before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a(n) ____________________ of Residential Funding
Corporation, one of the corporations that executed the within instrument, and also known to me to be the person
who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___/s/Xxx Xxx Olson_____________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
) ss.:
COUNTY OF ORANGE )
On the 28th day of September, 2006 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 national
banking association that executed the within instrument, and also known to me to be the person who executed it on
behalf of said national banking association and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___/s/ Xxxxx Nguyen______________________
Notary Public
[Notarial Seal]
EXHIBIT ONE-I
MORTGAGE LOAN SCHEDULE
GROUP I LOANS
AVAILABLE UPON REQUEST
EXHIBIT ONE-II
MORTGAGE LOAN SCHEDULE
GROUP II LOANS
AVAILABLE UPON REQUEST
EXHIBIT TWO-I
SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP I LOANS
AVAILABLE UPON REQUEST
EXHIBIT TWO-II
SCHEDULE OF DISCOUNT FRACTIONS FOR
GROUP II LOANS
AVAILABLE UPON REQUEST
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) the applicable Record Date, Determination Date and Distribution Date;
(ii) for each Loan Group separately, 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;
(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 and each of
the Senior Percentage and Subordinate Class Percentage, 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 Certificates, Class
M Certificates and Class B Certificates as of the Closing Date;
(x) for each Loan Group separately, the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such Distribution Date;
(xi) for each Loan Group separately, the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution Date;
(xii) if applicable, the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount
related to a Loan Group and as of the close of business on the applicable Distribution Date;
(xiii) the Pool Stated Principal Balance and number of the Mortgage Loans after giving effect
to the distribution of principal on such Distribution Date and the number of Mortgage Loans at the
beginning and end of the related Due Period;
(xiv) for each Loan Group separately, 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;
(xv) for each Loan Group separately, the aggregate amount of Realized Losses for such
Distribution Date;
(xvi) the amount, terms and general purpose of any Advance by the Master Servicer pursuant
to Section 4.04;
(xvii) 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;
(xviii) any material breaches of Mortgage Loan representations or warranties or covenants in
the Agreement.
(xix) the related Subordinate Principal Distribution Amount;
(xx) for each Loan Group separately, the number, aggregate principal balance and Stated
Principal Balances of any REO Properties;
(xxi) 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;
(xxii) the Pass-Through Rate with respect to the Class A-V Certificates;
(xxiii) the Pass-Through Rates on the Floater Certificates and Inverse Floater Certificates
for such Distribution Date, separately identifying LIBOR for such Distribution Date;
(xxiv) the Notional Amount with respect to each class of Interest Only Certificates;
(xxv) the occurrence of the Credit Support Depletion Date;
(xxvi) the related Senior Accelerated Distribution Percentage applicable to such distribution;
(xxvii) the related Senior Percentage for such Distribution Date;
(xxviii) for each Loan Group separately, the aggregate amount of any recoveries on previously
foreclosed loans from Sellers;
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination.
The Trustee's internet website will initially be located at xxxxx://xxx.xxx.xx.xxx/xxxx. To receive
this statement via first class mail, telephone the trustee at (000) 000-0000.
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF MARCH 1, 2006
EXHIBIT FIVE
Planned Principal Balances for
Class I-A-6 Certificates
Distribution Date Planned Principal Balance
Initial Balance $77,359,000.00
October 2006 $77,359,000.00
November 2006 $77,359,000.00
December 2006 $77,359,000.00
January 2007 $77,359,000.00
February 2007 $77,359,000.00
March 2007 $77,359,000.00
April 2007 $77,313,248.48
May 2007 $77,196,555.70
June 2007 $77,009,393.68
July 2007 $76,752,307.42
August 2007 $76,425,914.49
September 2007 $76,030,904.44
October 2007 $75,568,038.19
November 2007 $75,038,147.18
December 2007 $74,442,132.49
January 2008 $73,780,963.74
February 2008 $73,055,678.00
March 2008 $72,267,378.44
April 2008 $71,417,232.96
May 2008 $70,506,472.65
June 2008 $69,536,390.18
July 2008 $68,508,338.03
August 2008 $67,423,726.64
September 2008 $66,284,022.48
October 2008 $65,090,745.97
November 2008 $63,845,469.31
December 2008 $62,549,814.26
January 2009 $61,205,449.80
February 2009 $59,823,199.20
March 2009 $58,462,839.55
April 2009 $57,124,137.66
May 2009 $55,806,862.82
June 2009 $54,510,786.79
July 2009 $53,235,683.74
August 2009 $51,981,330.28
September 2009 $50,747,505.37
October 2009 $49,533,990.34
November 2009 $48,340,568.86
December 2009 $47,167,026.90
January 2010 $46,013,152.69
February 2010 $44,878,736.76
March 2010 $43,763,571.84
April 2010 $42,667,452.89
May 2010 $41,590,177.05
June 2010 $40,531,543.61
July 2010 $39,491,354.02
August 2010 $38,469,411.85
September 2010 $37,465,522.76
October 2010 $36,479,494.47
November 2010 $35,511,136.76
December 2010 $34,560,261.45
January 2011 $33,626,682.37
February 2011 $32,710,215.31
March 2011 $31,810,678.05
April 2011 $30,927,890.31
May 2011 $30,061,673.74
June 2011 $29,211,851.88
July 2011 $28,378,250.16
August 2011 $27,560,695.87
September 2011 $26,759,018.16
October 2011 $26,095,338.90
November 2011 $25,446,788.30
December 2011 $24,813,201.87
January 2012 $24,194,416.87
February 2012 $23,590,272.33
March 2012 $23,000,608.99
April 2012 $22,425,269.28
May 2012 $21,864,097.34
June 2012 $21,316,938.97
July 2012 $20,783,641.63
August 2012 $20,264,054.41
September 2012 $19,758,028.01
October 2012 $19,331,267.75
November 2012 $18,928,784.15
December 2012 $18,550,071.57
January 2013 $18,194,634.51
February 2013 $17,861,987.41
March 2013 $17,551,654.45
April 2013 $17,263,169.40
May 2013 $16,996,075.37
June 2013 $16,749,924.65
July 2013 $16,524,278.54
August 2013 $16,318,707.18
September 2013 $16,132,789.32
October 2013 $16,077,188.35
November 2013 $15,841,357.20
December 2013 $15,473,440.14
January 2014 $14,837,263.00
February 2014 $14,216,525.36
March 2014 $13,610,888.50
April 2014 $13,020,020.71
May 2014 $12,443,597.23
June 2014 $11,881,300.06
July 2014 $11,332,817.86
August 2014 $10,797,845.76
September 2014 $10,276,085.30
October 2014 $9,862,766.07
November 2014 $9,459,314.93
December 2014 $9,065,510.46
January 2015 $8,681,136.02
February 2015 $8,305,979.62
March 2015 $7,939,833.86
April 2015 $7,582,495.82
May 2015 $7,233,766.96
June 2015 $6,893,453.02
July 2015 $6,561,363.96
August 2015 $6,237,313.85
September 2015 $5,921,120.77
October 2015 $5,690,887.08
November 2015 $5,465,272.02
December 2015 $5,244,183.84
January 2016 $5,027,532.65
February 2016 $4,815,230.28
March 2016 $4,607,190.33
April 2016 $4,403,328.11
May 2016 $4,203,560.58
June 2016 $4,007,806.36
July 2016 $3,815,985.66
August 2016 $3,627,092.62
September 2016 $3,435,759.97
October 2016 $3,248,366.66
November 2016 $3,064,833.11
December 2016 $2,885,081.35
January 2017 $2,709,034.96
February 2017 $2,536,619.05
March 2017 $2,367,760.22
April 2017 $2,202,386.53
May 2017 $2,040,427.48
June 2017 $1,881,814.00
July 2017 $1,726,478.35
August 2017 $1,574,354.20
September 2017 $1,425,376.50
October 2017 $1,279,481.52
November 2017 $1,136,606.81
December 2017 $996,691.16
January 2018 $859,674.57
February 2018 $725,498.27
March 2018 $594,104.65
April 2018 $465,437.24
May 2018 $339,440.71
June 2018 $216,060.86
July 2018 $95,244.53
August 2018
and thereafter $0.00
