EXHIBIT 99.6
================================================================================
RESIDENTIAL FUNDING CORPORATION,
THE COMPANY,
AND
MAIA MORTGAGE FINANCE STATUTORY TRUST
THE INITIAL OWNER
REFERENCE AGREEMENT
DATED AS OF MARCH 30, 2006
ADJUSTABLE RATE MORTGAGE LOANS
SERIES 2006-QWH8
================================================================================
REFERENCE AGREEMENT
THIS REFERENCE AGREEMENT, dated as of March 30, 2006 (this "Reference
Agreement"), is hereby executed by and between RESIDENTIAL FUNDING CORPORATION,
as seller and master servicer (the "Company") and MAIA MORTGAGE FINANCE
STATUTORY TRUST, as initial owner (the "Initial Owner") under this Reference
Agreement and the Standard Terms and Provisions of Sale and Servicing Agreement,
dated as of March 30, 2006 (as further amended or restated from time to time,
the "Standard Terms"), all the provisions of which are incorporated herein and
shall be a part of this Reference Agreement as if set forth herein in full (this
Reference Agreement together with the Standard Terms so incorporated, the
"Agreement").
PRELIMINARY STATEMENT
The Initial Owner has agreed to purchase from the Company and the
Company has agreed to sell to the Initial Owner, on a servicing retained basis
and without recourse, a 100% undivided Ownership Interest in the Mortgage Loans,
which an aggregate outstanding principal balance as of the Cut-off Date of
$195,065,381.55 as described in the Mortgage Loan Schedule attached hereto as
Exhibit A.
The Mortgage Loans are adjustable rate, fully-amortizing mortgage
loans with terms to maturity from the date of origination or modification of not
more than 30 years. The interest rate on each Mortgage Loan will adjust annually
to equal the sum of (i) the Index plus (ii) the Gross Margin for such Mortgage
Loan, rounded to the nearest multiple of 0.125%, subject to the Periodic Cap,
Minimum Mortgage Rate and Maximum Mortgage Rate applicable to such Mortgage
Loan. The interest rate on each Mortgage Loan will adjust annually after a fixed
initial period of 3 or 5 years, to equal the sum of (i) the Index, as most
recently available as of the applicable Adjustment Date specified in the related
Mortgage Note, plus (ii) the Gross Margin for such Mortgage Loan, rounded to the
nearest multiple of 0.125%, subject to the Periodic Cap, Minimum Mortgage Rate
and Maximum Mortgage Rate applicable to such Mortgage Loan.
In consideration of the premises and the mutual agreements hereinafter
set forth, and intending to be legally bound, the Initial Owner and the Company
agree hereby as follows:
Standard Terms; Designation.
The Company and the Initial Owner acknowledge that the Standard Terms
prescribe certain obligations of the Company and the Initial Owner with respect
to the Mortgage Loans. The Company and the Initial Owner each agree to observe
and perform such prescribed duties, responsibilities and obligations, and
acknowledge that the Standard Terms are and shall be a part of this Agreement to
the same extent as if set forth herein in full.
The Mortgage Loans are designated generally as the Adjustable Rate
Mortgage Loans, Series 2006-QWH8.
Defined Terms.
In addition to the definitions set forth in Section 1.01 of the
Standard Terms, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
Closing Date: March 30, 2006.
Cut-off Date: March 1, 2006.
First Remittance Date: April 18, 2006.
Index: With respect to any Mortgage Loan and as to any Adjustment Date
therefor, a rate per annum equal to either (a) the average of interbank offered
rates for one-year U.S. dollar-denominated deposits in the London market based
on quotations of major banks as published in The Wall Street Journal, (b) the
average of interbank offered rates for six-month U.S. dollar-denominated
deposits in the London market based on quotations of major banks as published in
The Wall Street Journal or (c) in the event that the related index is no longer
available, an index selected by the Company that is based on comparable
information.
Servicing Fee Rate: As to each Mortgage Loan, an amount equal to 0.05%
per annum plus, if such Mortgage Loan is not serviced by a Subservicer at the
time of determination, an amount equal to the Subservicing Fee Rate for such
Mortgage Loan.
Subservicing Fee Rate: As to each Mortgage Loan, the rate per annum
set forth in the Mortgage Loan Schedule as the "SUBSERV FEE." The weighted
average subservice fee is 0.2624%.
Conveyance of Mortgage Loans; Possession of Mortgage Files.
The Company, simultaneously with the execution and delivery of this
Reference Agreement, does hereby sell, transfer and assign, without recourse, to
the Initial Owner the Ownership Interest comprising all of the right, title and
interest of the Company in and to the Mortgage Loans, including all documents
maintained as part of the related Mortgage Files all Mortgaged Properties which
secure an Mortgage Loan but are acquired by foreclosure, deed in lieu of
foreclosure after the Cut-Off Date or otherwise, all interest at the applicable
Mortgage Loan Remittance Rate and principal received on or with respect to the
Mortgage Loans after the Cut-off Date (other than payments of principal and
interest due on the Mortgage Loans on or before the Cut-off Date) on a servicing
retained basis, all other unscheduled collections collected in respect of the
Mortgage Loans after the Cut-Off Date, and all proceeds of the foregoing (other
than the servicing rights with respect thereto, and any late fees in respect
thereof). Additionally, in connection with the Company's assignment to the
Initial Owner, and subject to Section 2.01 of the Standard Terms, the Company
has delivered to, and deposited with, the Custodian, as the duly appointed agent
of the Owners for such purpose, the documents or instruments or copies thereof
set forth in Section 2.01(b) of the Standard Terms.
Additional Representations and Warranties of the Company.
The Company hereby restates each of the representations and warranties
in the standard terms as of the date hereof and further represents and warrants
to the Initial Owner that as of the Closing Date or such other date specifically
provided for herein:
(i) With respect to the Mortgage Loans described in the Mortgage
Loan Schedule attached hereto as Exhibit A, the Company has complied with
its obligations under Section 2.01 of the Standard Terms;
(ii) The Mortgage Loans are adjustable rate, fully-amortizing
mortgage loans having terms to maturity of not more than 30 years from the
date of origination or modification with monthly payments due on the first
day of each month, with interest payable in arrears;
(iii) Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% is the subject of a primary insurance policy
that insures at least 30% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, at
least 25% of the principal balance of the Mortgage Loan at origination if
the Loan-to-Value Ratio is between 90.00% and 85.01%, and at least 12% of
the principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 85.00% and 80.01%;
(iv) None of the Mortgage Loans are buydown mortgage loans;
(v) None of the Mortgage Loans are balloon mortgage loans;
(vi) All condominiums or units in a planned unit development
(other than a de minimis planned unit development) on any Mortgaged
Property meet the eligibility requirements set forth in the Program Guide;
(vii) The Mortgage Loan is not a graduated payment loan nor does
it have a shared appreciation feature, or other contingent interest
feature;
(viii) The Mortgage Loans are secured by one- to four family
dwelling units; and
(ix) None of the Mortgage Loans are secured by a leasehold estate
or is a cooperative loan.
Wire Instructions
Distributions that may be made by wire transfer pursuant to Section
4.01 of the Standard Terms shall be made in accordance with the following wire
instructions:
Bank Name: Bank of America
Bank Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇
Account Name: MAIA Mortgage Finance Statutory Trust
Account Number: 12356-78762
ABA #: ▇▇▇-▇▇▇-▇▇▇
or in accordance with such other instructions as may hereafter be furnished to
the Company in writing by an Owner, provided that such instructions have been
received by the Company prior to the Record Date.
Counterparts.
This Reference Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.
Governing Law.
This Reference Agreement shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Amendment.
This Reference Agreement may be amended from time to time by the
Company and the Initial Owner by written agreement signed by the Company and the
Initial Owner.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Initial Owner have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
RESIDENTIAL FUNDING CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Associate
MAIA MORTGAGE FINANCE STATUTORY TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trustee & President
EXHIBIT A
TO THE REFERENCE AGREEMENT
MORTGAGE LOAN SCHEDULE