EXHIBIT 10.1
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
DEPOSITOR,
RESIDENTIAL FUNDING COMPANY, LLC,
MASTER SERVICER,
AND
LASALLE BANK NATIONAL ASSOCIATION,
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF SEPTEMBER 1, 2007
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-SP3
TABLE OF CONTENTS
(CONTINUED)
PAGE
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TABLE OF CONTENTS
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9142582 07116303 -i-
ARTICLE I DEFINITIONS................................................................................3
Section 1.01. Definitions.......................................................................3
Section 1.02. Determination of LIBOR...........................................................49
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................50
Section 2.01. Conveyance of Mortgage Loans.....................................................50
Section 2.02. Acceptance by Trustee............................................................55
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor........................................................................57
Section 2.04. Representations and Warranties of Residential Funding............................59
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC Regular
Interests........................................................................61
Section 2.06. Purposes and Powers of the Trust.................................................61
Section 2.07. Agreement Regarding Ability to Disclose..........................................62
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................62
Section 3.01. Master Servicer to Act as Servicer...............................................62
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.........................................65
Section 3.03. Successor Subservicers...........................................................66
Section 3.04. Liability of the Master Servicer.................................................66
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................66
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................67
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................67
Section 3.08. Subservicing Accounts; Servicing Accounts........................................70
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................71
Section 3.10. Permitted Withdrawals from the Custodial Account.................................71
Section 3.11. Maintenance of the MI Policy and Primary Insurance Coverage......................73
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................74
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................................75
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................77
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................................80
Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation.........81
Section 3.17. Reports to the Trustee and the Depositor.........................................82
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.......................82
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................83
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........................83
Section 3.21. The Mortgage Insurance Co-Trustee................................................84
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................84
Section 4.01. Certificate Account..............................................................84
Section 4.02. Distributions....................................................................85
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting....................................................................90
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer..................................................................95
Section 4.05. Allocation of Realized Losses....................................................97
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....................98
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................................99
Section 4.08. Limited Mortgage Loan Repurchase Right...........................................99
Section 4.09. The Yield Maintenance Agreement..................................................99
Section 4.10. The Swap Agreement..............................................................102
Section 4.11. Posted Collateral Account.......................................................104
Section 4.12. Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap
Termination Payments............................................................105
Section 4.13. Mortgage Insurance Premium Taxes Reserve Fund...................................106
Section 4.14. Derivative Contracts............................................................106
ARTICLE V THE CERTIFICATES.........................................................................107
Section 5.01. The Certificates................................................................107
Section 5.02. Registration of Transfer and Exchange of Certificates...........................109
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................115
Section 5.04. Persons Deemed Owners...........................................................115
Section 5.05. Appointment of Paying Agent.....................................................115
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER....................................................116
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.................116
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer................116
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others........117
Section 6.04. Depositor and Master Servicer Not to Resign.....................................118
ARTICLE VII DEFAULT..................................................................................118
Section 7.01. Events of Default...............................................................118
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........................120
Section 7.03. Notification to Certificateholders..............................................121
Section 7.04. Waiver of Events of Default.....................................................121
ARTICLE VIII CONCERNING THE TRUSTEE...................................................................122
Section 8.01. Duties of Trustee...............................................................122
Section 8.02. Certain Matters Affecting the Trustee...........................................123
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........................125
Section 8.04. Trustee May Own Certificates....................................................125
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.............125
Section 8.06. Eligibility Requirements for Trustee............................................126
Section 8.07. Resignation and Removal of the Trustee..........................................127
Section 8.08. Successor Trustee...............................................................127
Section 8.09. Merger or Consolidation of Trustee..............................................128
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................................128
Section 8.11. Appointment of Custodians.......................................................129
Section 8.12. Appointment of Office or Agency.................................................130
Section 8.13. DTC Letter of Representations...................................................130
Section 8.14. Yield Maintenance Agreement and Swap Agreement..................................130
ARTICLE IX TERMINATION..............................................................................130
Section 9.01. Termination Upon Purchase by Residential Funding or Liquidation of All
Mortgage Loans..................................................................130
Section 9.02. Additional Termination Requirements.............................................133
ARTICLE X REMIC PROVISIONS.........................................................................134
Section 10.01. REMIC Administration............................................................134
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification................137
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................138
Section 11.01. Amendment.......................................................................138
Section 11.02. Recordation of Agreement; Counterparts..........................................141
Section 11.03. Limitation on Rights of Certificateholders......................................141
Section 11.04. Governing Law...................................................................142
Section 11.05. Notices.........................................................................142
Section 11.06. Notices to Rating Agencies......................................................142
Section 11.07. Severability of Provisions......................................................143
Section 11.08. Supplemental Provisions for Resecuritization....................................143
Section 11.09. [Reserved]......................................................................144
Section 11.10. Third Party Beneficiaries.......................................................144
ARTICLE XII COMPLIANCE WITH REGULATION AB............................................................144
Section 12.01. Intent of Parties; Reasonableness...............................................144
Section 12.02. Additional Representations and Warranties of the Trustee........................145
Section 12.03. Information to be Provided by the Trustee.......................................145
Section 12.04. Report on Assessment of Compliance and Attestation..............................146
Section 12.05. Indemnification; Remedies.......................................................146
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EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C [Reserved]
Exhibit D Form of Class SB Certificate
Exhibit E Form of Class R Certificate
Exhibit F Form of Custodial Agreement
Exhibit G Mortgage Loan Schedule
Exhibit H Form of Request for Release
Exhibit I-1 Form of Transfer Affidavit and Agreement
Exhibit I-2 Form of Transferor Certificate
Exhibit J Form of Investor Representation Letter
Exhibit K Form of Transferor Representation Letter
Exhibit L Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited
Guaranty
Exhibit M Form of Limited Guaranty
Exhibit N Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O Form of Rule 144A Investment Representation
Exhibit P [Reserved]
Exhibit Q Form of ERISA Representation Letter (Class M Certificates)
Exhibit R-1 Form of Form 10-K Certification
Exhibit R-2 Form Back-up Certification to Form 10-K Certificate
Exhibit S Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable
Modified Mortgage Loans
Exhibit T [Reserved]
Exhibit U Yield Maintenance Agreement
Exhibit V.........Servicing Criteria to be addressed in Assessment of Compliance
Exhibit W.........Form of ERISA Representation Letter (Class A Certificates)
This Pooling and Servicing Agreement, effective as of September 1, 2007, among RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC., as depositor (together with its permitted successors and assigns, the "Depositor"),
RESIDENTIAL FUNDING COMPANY, LLC, as master servicer (together with its permitted successors and assigns, the
"Master Servicer"), and LASALLE BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the
United States, as trustee and supplemental interest trust trustee (together with its permitted successors and
assigns, the "Trustee" and the "Supplemental Interest Trust Trustee"), respectively.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in nine Classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (exclusive of the Yield Maintenance Agreement,
the Supplemental Interest Trust Account, the Swap Agreement and the Mortgage Insurance Premium Taxes Reserve Fund
and any payments thereunder) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The
Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest
possible maturity date" (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii))
for the REMIC I Regular Interests shall be September 25, 2047. The REMIC I Regular Interests will not be
certificated.
INITIAL UNCERTIFICATED
UNCERTIFICATED REMIC I REMIC I LATEST POSSIBLE MATURITY
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE DATE
AA (1) $ 313,804,733.27 September 25, 2047
A-1 (1) $ 1,988,260.00 September 25, 2047
A-2 (1) $ 350,870.00 September 25, 2047
M-1 (1) $ 244,960.00 September 25, 2047
M-2 (1) $ 209,730.00 September 25, 2047
M-3 (1) $ 120,080.00 September 25, 2047
M-4 (1) $ 67,240.00 September 25, 2047
ZZ (1) $ 3,423,038.23 September 25, 2047
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting
of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II". The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Final Scheduled Distribution Date and initial ratings for each Class of Certificates comprising
the interests representing "regular interests" in REMIC II. The "latest possible maturity date" (determined for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular
Interests shall be September 25, 2047.
AGGREGATE
INITIAL
CERTIFICATE
PRINCIPAL FINAL SCHEDULED
DESIGNATION TYPE PASS-THROUGH RATE BALANCE DISTRIBUTION DATE INITIAL RATINGS
▇▇▇▇▇'▇ S&P
Class A-1(1) Senior Adjustable(2) (3) $ 198,826,000 September 2037 Aaa AAA
Class A-2(1) Senior Adjustable(2) (3) $ 35,087,000 June 2037 Aaa AAA
Class M-1(1) Mezzanine Adjustable(2) (3) $ 24,496,000 September 2037 Aa2 AA
Class M-2(1) Mezzanine Adjustable(2) (3) $ 20,973,000 September 2037 A2 A
Class M-3(1) Mezzanine Adjustable(2) (3) $ 12,008,000 September 2037 Baa1 BBB+
Class M-4(1) Mezzanine Adjustable(2) (3) $ 6,724,000 September 2037 Baa2 BBB
Class SB
Interest Subordinate Variable(4) $ 22,094,911.50 September 2037 N/R N/R
Class R-I Residual N/A N/A N/A N/R N/R
Class R-II Residual N/A N/A N/A N/R N/R
(1) The Class A and Class M Certificates will represent ownership of their respective REMIC II
Regular Interests together with certain rights to payments to be made from amounts received under the
Yield Maintenance Agreement, the payments of which are considered made for federal income tax purposes
outside of REMIC II.
(2) The REMIC II Regular Interests ownership of which is represented by the Class A and Class M
Certificates, will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each
subject to payment caps as described in the definition of "Pass-Through Rate", and the provisions for
the payment of Class A Net WAC Cap Shortfall Carry-Forward Amounts, and Class M Net WAC Cap Shortfall
Carry-Forward Amounts herein, which Net WAC Cap Shortfall Carry-Forward Amount payments, if any, are
not be part of the entitlement of the REMIC II Regular Interests related to such Certificates.
(3) The Class A and Class M Certificates will also entitle their holders to certain payments from the
Holder of the Class SB Certificates from amounts to which the related REMIC II Regular Interest is
entitled and from amounts received under the Swap Agreement, which payment rights and amounts are
considered made outside REMIC II and do not constitute any entitlement from any REMIC hereunder.
(4) The Class SB Certificates will accrue interest as described in the definition of Accrued
Certificate Interest. The Class SB Certificates will not accrue interest on their Certificate
Principal Balance. The Class SB Certificates will be comprised of two REMIC II regular interests, a
principal-only regular interest designated SB-PO and an interest-only regular interest designated
SB-IO, which will be entitled to distributions as set forth herein. The rights of the Holder of the
Class SB Certificates to payments from the Yield Maintenance Agreement and the Swap Agreement shall be
outside and apart from its rights under the REMIC II Regular Interests SB-IO and SB-PO.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $320,208,911.50. The
Mortgage Loans are fixed-rate and adjustable-rate, first and junior lien seasoned mortgage loans having terms to
maturity at origination or modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date and the Class A, and Class M
Certificates, interest accrued during the related Interest Accrual Period on the Certificate Principal Balance
thereof immediately prior to such Distribution Date at the related Pass-Through Rate for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount
of Prepayment Interest Shortfalls on the Mortgage Loans during the prior calendar month (to the extent not
covered by Eligible Master Servicing Compensation pursuant to Section 3.16) and by the amount of Relief Act
Shortfalls and Deferred Interest Shortfalls on the Mortgage Loans during the related Due Period, in each case to
the extent allocated to that Class of Certificates pursuant to Section 4.02(g) and Section 4.02(h),
respectively. Accrued Certificate Interest for each Class on any Distribution Date shall be further reduced by
the interest portion of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the related Pass-Through Rate for that Distribution Date on the
Uncertificated Notional Amount as specified in the definition of Pass-Through Rate, immediately prior to such
Distribution Date, reduced by any interest shortfalls with respect to the Mortgage Loans, including Prepayment
Interest Shortfalls to the extent not covered by Eligible Master Servicing Compensation pursuant to Section 3.16,
by the Excess Cash Flow pursuant to clauses (xii) and (xiii) of Section 4.02(c), the Yield Maintenance Agreement
pursuant to clauses (iii) and (iv) under Section 4.09(c) or the Swap Agreement pursuant to clauses (iii) and (iv)
under Section 4.10(c). In addition, Accrued Certificate Interest with respect to each Distribution Date, as to
the Class SB Certificates, shall be reduced by an amount equal to the interest portion of Realized Losses
allocated to the Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued Certificate Interest on
the Class A and Class M Certificates shall accrue on the basis of a 360-day year and the actual number of days in
the related Interest Accrual Period. Accrued Certificate Interest on the Class SB Certificates shall accrue on
the basis of a 360 day year consisting of twelve 30 day months.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the related Subservicing Fee Rate.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the Master Servicer, pursuant to
Section 4.04.
Affected Party: As defined in the Swap Agreement.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common
control with such first Person. For the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution Date, the total of the amounts
held in the Custodial Account at the close of business on the preceding Determination Date on account of
(i) Liquidation Proceeds, Subsequent Recoveries, REO Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such
Liquidation Proceeds, Insurance Proceeds, REO Proceeds, Subsequent Recoveries and purchases of Mortgage Loans
that the Master Servicer has deemed to have been received in the preceding month in accordance with
Section 3.07(b)) and (ii) payments which represent early receipt of scheduled payments of principal and interest
due on a date or dates subsequent to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, one of the following: (i) the lesser of
(a) the appraised value of such Mortgaged Property based upon the appraisal made at the time of the origination of
the related Mortgage Loan, and (b) the sales price of the Mortgaged Property at such time of origination, (ii) in
the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan, one of (1) the appraised value
based upon the appraisal made at the time of origination of the loan which was refinanced or modified, (2) the
appraised value determined in an appraisal made at the time of refinancing or modification or (3) the sales price
of the Mortgaged Property, or (iii) with respect to the Mortgage Loans for which a broker's price opinion was
obtained, the value contained in such opinion.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between
Residential Funding and the Depositor relating to the transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment of the related
Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of
(i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on
the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Mortgage
Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date
pursuant to Section 3.12(a) in respect of the Mortgage Loans, (iv) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the Mortgage Loans and
(v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 4.08 and any amounts deposited in
the Custodial Account pursuant to Section 9.01, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of: (vi) the Mortgage Insurance Premium payable to the MI Policy,
(w) any payments or collections consisting of prepayment charges on the Mortgage Loans that were received during
the related Prepayment Period, (x) the Amount Held for Future Distribution and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a) and (z) any Net Swap Payments owed to the Swap Counterparty and Swap Termination Payments owed to
the Swap Counterparty not due to a Swap Counterparty Trigger Event for such Distribution Date.
Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the
related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions
in the States of California, New York, Minnesota or Illinois (and such other state or states in which the
Custodial Account or the Certificate Account are at the time located) are required or authorized by law or
executive order to be closed.
Call Rights: As defined in Section 9.01(e).
Calendar Quarter: A Calendar Quarter shall consist of one of the following time periods in any given
year: January 1 through March 31, April 1 through June 30, July 1 though September 30, and October 1 through
December 31
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of unreimbursed
Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans
during the preceding calendar month and reimbursed to the Master Servicer or Subservicer pursuant to
Section 3.10(a)(vii) on or prior to such Distribution Date plus the Capitalization Reimbursement Shortfall Amount
remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on
or prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by
which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the
Mortgage Loans during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans
included in the Available Distribution Amount for such Distribution Date.
Cash Liquidation: With respect to any defaulted Mortgage Loan other than a Mortgage Loan as to which an
REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which
shall be entitled "LaSalle Bank National Association as trustee, in trust for the registered holders of
Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-SP3" and
which account shall be held for the benefit of the Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate
Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any consent or direction pursuant to
this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Depositor, the
Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has
been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and participating members thereof,
except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of
such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise
on the books of the Depository.
Certificate Principal Balance: With respect to any Class A or Class M Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as specified
on the face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(c) and (y) the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate
(or any predecessor Certificate) pursuant to Section 4.05, provided, that with respect to any Distribution Date,
the Certificate Principal Balance of each class of Class A-2 and Class M Certificates to which a Realized Loss
was previously allocated and remains unreimbursed will be increased, sequentially, as follows: first, the
Class A-2 Certificates, then the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, in that order, to the
extent of Realized Losses previously allocated thereto and remaining unreimbursed, but only to the extent of
Subsequent Recoveries received during the previous calendar month and available for distribution pursuant to
Section 4.02(c)(ix). With respect to each Class SB Certificate, on any date of determination, an amount equal to
the Percentage Interest evidenced by such Certificate times an amount equal to the excess, if any, of (A) the
then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of the Class A and Class M Certificates then outstanding. The Class R Certificates will not have a
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation.
Class A Certificate: Any one of the Class A-1 or Class A-2 Certificates.
Class A Interest Distribution Amount: With respect to each Class of Class A Certificates and any
Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such
Class of Class A Certificates for such Distribution Date, plus any related Accrued Certificate Interest thereon
remaining unpaid from any prior Distribution Date.
Class A Margin: With respect to the Class A-1 Certificates, 1.20% per annum and on any Distribution
Date on or after the second Distribution Date after the first possible Optional Termination Date, 2.40% per
annum. With respect to the Class A-2 Certificates, initially 1.50% per annum, and on any Distribution Date on or
after the second Distribution Date after the possible Optional Termination Date, 3.00% per annum.
Class A Net WAC Cap Shortfall: With respect to each Class of the Class A Certificates and any
Distribution Date for which the Pass-Through Rate for any such Class of Class A Certificates is equal to the Net
WAC Cap Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to the lesser of (a) LIBOR plus the related Class A Margin, as
calculated for such Distribution Date, and (b) the Maximum Mortgage Loan Rate, over (y) Accrued Certificate
Interest on such Class of Class A Certificates for such Distribution Date calculated at the Net WAC Cap Rate.
Class A Net WAC Cap Shortfall Carry-Forward Amount: With respect to each Class of Class A Certificates
and any Distribution Date, the sum of (a) the aggregate amount of Class A Net WAC Cap Shortfall for such Class on
such Distribution Date plus (b) any Class A Net WAC Cap Shortfall Carry-Forward Amount for such Class remaining
unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on
the number of days in the preceding Interest Accrual Period), to the extent previously unreimbursed by the Excess
Cash Flow pursuant to Section 4.02(c)(xiv), payments under the Yield Maintenance Agreement pursuant to Section
4.09(c)(v) and Net Swap Payments pursuant to Section 4.10(c)(v), at a rate equal to the related Pass-Through Rate.
Class A Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1)
the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class A-1 Certificate: Any one of the Class A-1 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M,
Class SB and Class R Certificates with respect to distributions, and evidencing (i) an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A Net
WAC Cap Shortfall Carry-Forward Amount from the Excess Cash Flow, the Yield Maintenance Agreement and the
Supplemental Interest Trust Account and the Swap Agreement to the extent described herein. The Class A-1
Certificates will not be allocated any Realized Losses.
Class A-2 Certificate: Any one of the Class A-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M,
Class SB and Class R Certificates with respect to distributions and the allocation of Realized Losses as set forth
in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of
the REMIC Provisions and (ii) the right to receive the Class A Net WAC Cap Shortfall Carry-Forward Amount from
the Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M Certificate: Any one of the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3 and Class M-4 Certificates.
Class M Margin: With respect to the Class M-1 Certificates, initially 2.25% per annum, and on any
Distribution Date on or after the second Distribution Date after the first possible Optional Termination Date,
3.375% per annum. With respect to the Class M-2 Certificates, initially 2.50% per annum, and on any Distribution
Date on or after the second Distribution Date after the first possible Optional Termination Date, 3.75% per
annum. With respect to the Class M-3 Certificates, initially 2.50% per annum, and on any Distribution Date on or
after the second Distribution Date after the first possible Optional Termination Date, 3.75% per annum. With
respect to the Class M-4 Certificates, initially 2.50% per annum, and on any Distribution Date on or after the
second Distribution Date after the first possible Optional Termination Date, 3.75% per annum.
Class M Net WAC Cap Shortfall: With respect to each Class of the Class M Certificates and any
Distribution Date for which the Pass-Through Rate for any such Class of Certificates is equal to the Net WAC Cap
Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Certificates on such Distribution
Date, using the lesser of (a) LIBOR plus the related Class M Margin, as calculated for such Distribution Date,
and (b) the Maximum Mortgage Loan Rate, over (y) Accrued Certificate Interest on such Class of Class M
Certificates for such Distribution Date calculated at the Net WAC Cap Rate.
Class M Net WAC Cap Shortfall Carry-Forward Amount: With respect to each Class of the Class M
Certificates and any Distribution Date, the sum of (a) the aggregate amount of Class M Net WAC Cap Shortfall for
each such Class on such Distribution Date plus (b) any Class M Net WAC Cap Shortfall Carry-Forward Amount for
such Classes remaining unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount
in clause (b) (based on the number of days in the preceding Interest Accrual Period), to the extent previously
unreimbursed by the Excess Cash Flow pursuant to Section 4.02(c)(xiv), payments under the Yield Maintenance
Agreement pursuant to Section 4.09(c)(v) and Net Swap Payments pursuant to Section 4.10(c)(v), at a rate equal to
the related Pass-Through Rate.
Class M-1 Certificate: Any one of the Class M-1 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-2,
Class M-3, Class M-4, Class SB and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall
Carry-Forward Amount from the Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest
Trust Account and the Swap Agreement to the extent described herein.
Class M-1 Interest Distribution Amount: With respect to the Class M-1 Certificates and any Distribution
Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for
such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1)
the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-3,
Class M-4, Class SB and Class R Certificates with respect to distributions and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward
Amount from Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the
Swap Agreement to the extent described herein.
Class M-2 Interest Distribution Amount: With respect to the Class M-2 Certificates and any Distribution
Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for
such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates and Class M-1 Certificates (after taking into account the payment of the
Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-2 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable
Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-4,
Class SB and Class R Certificates with respect to distributions and the allocation of Realized Losses as set forth
in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of
the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from
Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M-3 Interest Distribution Amount: With respect to the Class M-3 Certificates and any Distribution
Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for
such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount and Class M-2 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A, Class M-1 and Class M-2 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A, Class M-1 and Class M-2 Certificates (after taking into account the payment of the
Class A, Class M-1 and Class M-2 Principal Distribution Amounts for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to that Distribution Date
over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class SB and
Class R Certificates with respect to distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the
Excess Cash Flow, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M-4 Interest Distribution Amount: With respect to the Class M-4 Certificates and any Distribution
Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for
such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount and
Class M-3 Principal Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance
of the Class A, Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the payment
of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts for that Distribution
Date) and (2) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage
and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class R Certificate: Collectively, the Class R-I Certificates and Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit E and evidencing an interest
designated as the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit E and evidencing
an interest designated as the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions.
Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit D, subordinate to the Class A
Certificates and Class M Certificates with respect to distributions and subordinate to the Class A-2 Certificates
and Class M Certificates with respect to the allocation of Realized Losses as set forth in Section 4.05, and
evidencing an interest comprised of one or more "regular interests" in REMIC II together with certain rights to
payments under the Yield Maintenance Agreement and the Swap Agreement for purposes of the REMIC Provisions.
Closing Date: October 9, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Cooperative: A private, cooperative housing corporation which owns or leases land and all or part of a
building or buildings, including apartments, spaces used for commercial purposes and common areas therein and
whose board of directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative,
which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or
occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement
with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such
apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a
Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition agreement between the Cooperative and the originator of the
Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from
time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock,
partnership interest or other ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other
instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this instrument is located at LaSalle Bank National Association, Global Securities and Trust
Services, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: RAAC Series 2007-SP3.
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in
the name of a depository institution, as custodian for the holders of the Certificates, for the holders of
certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer,
into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the Depositor, the Master Servicer,
the Trustee and a Custodian in substantially the form of Exhibit F hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: September 1, 2007.
Cut-off Date Balance: $320,208,912.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the unpaid principal balance thereof
at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (or due during
the month of the Cut-off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except
such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
Defaulting Party: As defined in the Swap Agreement.
Deferred Interest: With respect to any Neg Am Loan, as of any Due Date, the amount, if any, by which
the Mortgage Loan Accrued Interest for such Due Date exceeds the Monthly Payment for such Due Date and which
amount, pursuant to the terms of the Mortgage Note, is added to the Stated Principal Balance of the Mortgage Loan.
Deferred Interest Shortfall: With respect to any Class of the Class A and Class M Certificates and any
Distribution Date for which Deferred Interest exists and upon which the Accrued Certificate Interest on the
Class A and Class M Certificates exceeds the Available Distribution Amount on such Distribution Date, the lesser
of (a) such excess and (b) the amount of such Deferred Interest.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent
jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the
Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a
proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days"
delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next
following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date;
and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of
business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that
remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent.
Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last
business day immediately prior to the Cut-off Date.
Depositor: As defined in the preamble hereto.
Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is
Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Derivative Contract: Any ISDA Master Agreement, together with the related Schedule and Confirmation,
entered into by the Trustee and a Derivative Counterparty in accordance with Section 4.14.
Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.14.
Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under
Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax
and, except for ▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) and (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes any "electing large partnership," as
defined in Section 775(a) of the Code and any other Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any REMIC or
any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of
an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month, commencing in October 2007, or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day.
DTC Letter: The Letter of Representations, dated October 9, 2007, between the Trustee, on behalf of the
Trust Fund, and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due
Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of such Distribution Date.
Eligible Account: An account that is any of the following: (i) maintained with a depository institution
the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) in
the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of
the Trustee, or (iii) in the case of the Certificate Account, a trust account or accounts maintained in the
corporate trust department of the Trustee or (iv) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of
the Closing Date by such Rating Agency); provided that, if Standard & Poor's is a Rating Agency, such account
shall be rated A-2 or above by Standard & Poor's and, if such account shall have its rating downgraded below A-2
by Standard & Poor's, such account will be replaced within 30 days.
Eligible Master Servicing Compensation: With respect to any Distribution Date, an amount equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full or Curtailments during the related
Prepayment Period, but not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of
the Mortgage Loans immediately preceding such Distribution Date and (b) the sum of all income and gain on amounts
held in the Custodial Account and the Certificate Account and amounts payable to the Certificateholders with
respect to such Distribution Date and servicing compensation to which the Master Servicer may be entitled
pursuant to Sections 3.10(a)(v) and (vi).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to the Mortgage Loans and any Distribution Date, an amount equal to the
sum of (A) the excess of (1) the Available Distribution Amount for that Distribution Date over (2) the sum of
(x) the Interest Distribution Amount for that Distribution Date and (y) the Principal Remittance Amount for that
Distribution Date and (B) the Overcollateralization Reduction Amount, if any, for that Distribution Date.
Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount
for such Distribution Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan, the sum of: (i) the Subservicing Fee Rate and (ii)
where applicable, the Mortgage Insurance Premium Rate.
▇▇▇▇▇▇ Mae: ▇▇▇▇▇▇ ▇▇▇, a federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
Final Distribution Date: The Distribution Date on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: With respect to the Class A, Class M and Class SB Certificates,
solely for purposes of the face of the Certificates, the Distribution Date in September 2037. No event of
default under this Agreement will arise or become applicable solely by reason of the failure to retire the entire
Certificate Principal Balance of any Class of Class A or Class M Certificates on or before its Final Scheduled
Distribution Date.
Fitch: Fitch Ratings, Inc., or its successor in interest.
Fixed Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in
September 2013, an amount equal to the product of (x) a fixed rate equal to 4.71% per annum, (y) the Swap
Agreement Notional Balance for that Distribution Date and (z) a fraction, the numerator of which is (a) 16 for
the Distribution Date in October 2007 and (b) 30 for any Distribution Date occurring after the Distribution Date
in October 2007 and the denominator of which is 360. As described in the Swap Agreement, the fixed rate payer
period and end dates are subject to adjustment in accordance with the following business day convention.
Floating Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in
September 2013, an amount equal to the product of (x) One-Month LIBOR as determined pursuant to the swap
agreement, (y) the Swap Agreement Notional Balance for that Distribution Date and (z) a fraction, the numerator
of which is (a) 16 for the Distribution Date in October 2007 and (b) the actual number of days in the related
calculation period as provided in the Swap Agreement after the Distribution Date in October 2007 and the
denominator of which is 360. As described in the Swap Agreement, the floating rate payer period and end dates
are subject to adjustment in accordance with the following business day convention.
Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property
for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month
following the month in which such Cash Liquidation or REO Disposition occurred.
▇▇▇▇▇▇▇ Mac: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Gross Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated in Exhibit G hereto as the "NOTE MARGIN," which percentage is added to the
related Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage
Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O that are subject to special rules,
disclosure requirements and other provisions that were added to the Federal Truth in Lending Act by the Home
Ownership and Equity Protection Act of 1994.
Independent: When used with respect to any specified Person, means such a Person who (i) is in fact
independent of the Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have
any direct financial interest or any material indirect financial interest in the Depositor, the Master Servicer
or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or
the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable rate Mortgage Loan and as to any Adjustment Date therefor, the
related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the
Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Closing Date as
set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to
the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to the Class A and Class M Certificates, (i) with respect to the
Distribution Date in October 2007, the period commencing on the Closing Date and ending on the day preceding the
Distribution Date in October 2007, and (ii) with respect to any Distribution Date after the Distribution Date in
October 2007, the period commencing on the Distribution Date in the month immediately preceding the month in
which such Distribution Date occurs and ending on the day preceding such Distribution Date. With respect to the
Class SB Certificates and any Distribution Date, the prior calendar month.
Interest Distribution Amount: The sum of the Class A, Class M-1, Class M-2, Class M-3, Class M-4
Interest Distribution Amounts.
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the Depositor, the Master Servicer, the Trustee,
any Mortgagor, any Manager of a Mortgaged Property, or any Person known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period,
whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate
quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with
Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in London, England are required or authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
Limited Repurchase Right Holder: The Master Servicer, or its successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in
connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a defaulted Loan through trustee's sale, foreclosure sale
or otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is
the current principal balance of the related Mortgage Loan at the date of determination (plus, in the case of a
junior lien Mortgage Loan, the principal balance of the Senior Mortgage Loan on the Related Mortgaged Property)
and the denominator of which is the Appraised Value of the related Mortgaged Property.
Marker Rate: With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted average of the Uncertificated
REMIC I Pass-Through Rates for each REMIC I Regular Interest (other than the REMIC I Regular Interest AA) with
the rates on each such REMIC I Regular Interest (other than REMIC I Regular Interest ZZ) subject to a cap equal
to the Pass-Through Rate for the corresponding Class for such REMIC I Regular Interest, and the rate on REMIC I
Regular Interest ZZ subject to a cap of zero, in each case for purposes of this calculation.
Maturity Date: With respect to each Class of Certificates representing ownership of regular interests
or Uncertificated Regular Interests issued by each of REMIC I and REMIC II the latest possible maturity date,
solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate
Principal Balance of each such Class of Certificates representing a regular interest in the Trust Fund would be
reduced to zero, which is, for each such regular interest, September 25, 2047.
Maximum Mortgage Loan Rate: With respect to the Class A and Class M Certificates and any Interest
Accrual Period, 14.00% per annum.
Maximum Mortgage Rate: With respect to any adjustable rate Mortgage Loan, the rate indicated in
Exhibit G hereto as the "NOTE CEILING," which rate is the maximum interest rate that may be applicable to such
adjustable rate Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable rate Mortgage Loan and any date of
determination, the Maximum Mortgage Rate minus the Subservicing Fee Rate and, as to any fixed rate Mortgage Loan
and any class of determination, the Net Mortgage Rate thereof.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS(R)System: The system of recording transfers of Mortgages electronically maintained by MERS.
MI Policy: The bulk primary mortgage insurance policy issued by the Mortgage Insurance Policy Provider
on the Cut-off Date.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System.
Minimum Mortgage Rate: With respect to any adjustable rate Mortgage Loan, the greater of (i) the Note
Margin and (ii) the rate indicated in Exhibit G hereto as the "NOTE FLOOR", which rate may be applicable to such
adjustable rate Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan and, as to any
fixed rate Mortgage Loan and any date of determination, the Net Mortgage Rate thereof.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing
Modification, the Mortgage Rate, minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was
reduced.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing
Modification, the Net Mortgage Rate, minus the rate per annum by which the Mortgage Rate on such Mortgage Loan
was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any
Due Period, the payment of principal and interest due thereon in accordance with the amortization schedule at the
time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior
to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan).
Moody's: ▇▇▇▇▇'▇ Investors Service, Inc., or its successor in interest.
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.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan
and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Insurance Co-Trustee: LaSalle Bank National Association, or any successor thereto.
Mortgage Insurance Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin corporation,
or any successor thereto.
Mortgage Insurance Policy Provider Default: An event of default by the Mortgage Insurance Policy
Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master Policy (which is part of the MI
Policy) or other event which would result in the cancellation of coverage for all of the Mortgage Loans then
covered by the MI Policy.
Mortgage Insurance Premium: As to any Mortgage Loan and any Distribution Date, the aggregate amount
payable to the Mortgage Insurance Policy Provider under the MI Policy.
Mortgage Insurance Premium Rate: As to each Mortgage Loan covered by the MI Policy, the per annum rate
applicable to such Mortgage Loan as set forth in the MI Policy and as may be adjusted from time to time.
Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund" within the meaning of Treasury
regulation Section 1.860G-2(h), which is not an asset of any REMIC, and which is established and maintained
pursuant to Section 4.13 hereof. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be held by
Residential Funding.
Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to the Mortgage Insurance Premium
Taxes Reserve Fund, an amount equal to $0.00 which the Trustee shall deposit into the Trust Fund pursuant to
Section 4.13 hereof. Also, the Depositor may make additional deposits into the Mortgage Insurance Premium Taxes
Reserve Fund after the Closing Date, which shall be included in the Mortgage Insurance Premium Taxes Reserve Fund
Deposit.
Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right to distributions from the
Mortgage Insurance Premium Taxes Reserve Fund as described in Section 4.11 hereof. Residential Funding as owner
of the Mortgage Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage Insurance Premium
Taxes Reserve Fund Residual Right.
Mortgage Loan Accrued Interest: With respect to each Neg Am Loan and each Due Date, the aggregate
amount of interest accrued at the Mortgage Rate in respect of such Mortgage Loan since the preceding Due Date (or
in the case of the initial Due Date, since the Cut-off Date) to but not including such Due Date with respect to
which the Mortgage Loan Accrued Interest is being calculated in accordance with the terms of such Mortgage Loan,
after giving effect to any previous Principal Prepayments, Deficient Valuation or Debt Service Reduction in
respect of such Neg Am Loan.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit G (as amended from
time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [Reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE" or "MATURITY DT") for Mortgage
Loans and if such Loan is a Balloon Loan, the amortization thereof;
(iv) the Mortgage Rate as of origination ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate Mortgage Loan ("CURR
RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as of the Cut-off
Date ("ORIGINAL P & I" or "CURRENT P & I" for the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage
Loan is secured by a second or vacation residence (the absence of any such code means the Mortgage Loan
is secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE", indicating that the Mortgage Loan is secured
by a non-owner occupied residence (the absence of any such code means the Mortgage Loan is secured by an
owner occupied residence);
(xii) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans ("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the adjustable rate Mortgage
Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC DECR" or "PERIODIC
INCR");
(xvii) (the rounding of the semi-annual or annual adjustment to the Mortgage Rate with
respect to the adjustable rate Mortgage Loans ("NOTE METHOD"); and
(xviii) whether the Mortgage Loan is covered by the MI Policy ("CODE 34"), the absence of such
code representing that the Mortgage Loan is not covered by an MI Policy.
Such schedules may consist of multiple reports that collectively set forth all of the information
required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section
2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage
Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto and (ii) with respect
to each Mortgage Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File and
all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate borne by the related Mortgage Note,
or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable rate
Mortgage Loans will adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple of
one-eighth of one percent (0.125%) or up to the nearest one-eighth of one percent, which are indicated by a "U"
on Exhibit G, except in the case of the adjustable rate Mortgage Loans indicated by an "X" on Exhibit G or hereto
under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in each case subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan, or with respect to a
Cooperative Loan, the related Cooperative Lease and Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Neg Am Loan: Any Mortgage Loan providing for negative amortization, as indicated in the Mortgage Loan
Schedule.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date minus the Expense Fee Rate.
Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty or the Supplemental Interest Trust Trustee, on
behalf of the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination
Payment.
Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate (which will not be less than
zero) equal to the excess of (i) the product of (a) the weighted average of the Net Mortgage Rates of the
Mortgage Loans using the Net Mortgage Rates in effect for the scheduled payments due on such Mortgage Loans
during the related Due Period, and (b) a fraction expressed as a percentage, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Interest Accrual Period, over (ii) the product
of (a) a fraction expressed as a percentage the numerator of which is the product of (x) the amount of any Net
Swap Payments or Swap Termination Payments not due to a Swap Counterparty Trigger Event owed to the Swap
Counterparty as of such Distribution Date and (y) 12, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution Date, and (b) a fraction expressed as a
percentage, the numerator of which is 30 and the denominator of which is the actual number of days in the related
Interest Accrual Period. For federal income tax purposes, however, the Net WAC Cap Rate is expressed as a per
annum rate equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular Interest.
Net WAC Cap Shortfall: Any Class A Net WAC Cap Shortfall or Class M Net WAC Cap Shortfall.
Net WAC Cap Shortfall Carry-Forward Amount: Any Class A Net WAC Cap Shortfall Carry-Forward Amount,
Class M Net WAC Cap Shortfall Carry-Forward Amount.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences,
or by non-owner occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment
of the Master Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by
the Master Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To
the extent that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any
portion of any Advances that are outstanding with respect to the related Mortgage Loan as a result of a
modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or
Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or
reimbursement for such advances is available to it, such Advances shall be deemed to be Nonrecoverable Advances.
The determination by the Master Servicer that it has made a Nonrecoverable Advance shall be evidenced by an
Officer's Certificate delivered to the Depositor, the Trustee and the Master Servicer setting forth such
determination, which shall include any other information or reports obtained by the Master Servicer such as
property operating statements, rent rolls, property inspection reports and engineering reports, which may support
such determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by
the Master Servicer that any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if
made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject
to a Subservicing Agreement.
Note Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated in Exhibit G hereto as the "NOTE MARGIN," which percentage is added to the
Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage Note, the
Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such
adjustable rate Mortgage Loan until the next Adjustment Date.
Notional Amount: With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO,
immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC I
Regular Interests.
Officer's Certificate: A certificate signed by the Chairman of the Board, the President, a Vice
President, Assistant Vice President, Director, Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer or an Assistant Secretary of the Depositor or the Master Servicer, as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer, who
may be counsel for the Depositor or the Master Servicer, provided that any opinion of counsel (i) referred to in
the definition of "Disqualified Organization" or (ii) relating to the qualification of REMIC I or REMIC II as
REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after
giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of
the Cut-off Date Balance.
Outstanding Mortgage Loan: With respect to the Due Date in any Due Period, a Mortgage Loan (including
an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition
and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03,
2.04, 4.07 or 4.08.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Mortgage Loans before giving effect to distributions of principal to be
made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A and Class M
Certificates as of such date, before taking into account distributions of principal to be made on that
Distribution Date.
Overcollateralization Floor: An amount equal to the product of 0.50% and the Cut-off Date Balance;
provided, however, with respect to any Distribution Date on or after the Distribution Date in September 2027, the
"Overcollateralization Floor" with respect to such Distribution Date shall be the greater of (i) an amount equal
to 0.50% of the Cut-off Date Balance, or (ii) the sum of (a) the aggregate Stated Principal Balance of the
Mortgage Loans for which the original term to maturity is 40 years before giving effect to distributions of
principal to be made on such Distribution Date, and (b) 0.10% of the Cut-off Date Balance..
Overcollateralization Increase Amount: With respect to any Distribution Date, an amount equal to the
lesser of (i) the sum of (a) Excess Cash Flow for that Distribution Date available to make payments pursuant to
Section 4.02(c)(xi), amounts received by the Trust on that Distribution Date available to make payments pursuant
to Section 4.09(c)(ii) and amounts received by the Supplemental Interest Trust on that Distribution Date
available to make payments pursuant to Section 4.10(c)(ii) and (ii) the excess, if any, of (x) the Required
Overcollateralization Amount for that Distribution Date over (y) the Overcollateralization Amount for that
Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date for which the Excess
Overcollateralization Amount is, or would be, after taking into account all other distributions to be made on
such Distribution Date, greater than zero, an amount equal to the lesser of (i) the Excess Overcollateralization
Amount for that Distribution Date and (ii) the Principal Remittance Amount for such Distribution Date.
Ownership Interest: With respect to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates and each Interest Accrual Period, a per
annum rate equal to the least of (i) LIBOR plus the related Class A Margin, (ii) the Maximum Mortgage Loan Rate
and (iii) the Net WAC Cap Rate. With respect to the Class M Certificates and each Interest Accrual Period, a per
annum rate equal to the least of (i) LIBOR plus the related Class M Margin, (ii) the Maximum Mortgage Loan Rate
and (iii) the Net WAC Cap Rate.
With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO, a per annum rate equal
to the percentage equivalent of a fraction, the numerator of which is (x) the sum, for each REMIC I Regular
Interest, of the excess of the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over
the Marker Rate, applied to the Uncertificated Notional Amount and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests.
Paying Agent: LaSalle Bank National Association, or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A and Class M Certificate, the undivided percentage
ownership interest in the related Class evidenced by such Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance thereof divided by the aggregate Initial Certificate
Principal Balance of all of the Certificates of the same Class. The Percentage Interest with respect to a
Class SB Certificate or Class R Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the periodic rate cap that limits the
increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United States or any
agency or instrumentality thereof when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than
one month from the date of acquisition thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers'
acceptances (which shall each have an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or any state thereof or of any
domestic branch of a foreign depository institution or trust company; provided that the debt obligations
of such depository institution or trust company at the date of acquisition thereof have been rated by
each Rating Agency in its highest short-term rating available; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating of such institution shall be
A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any state thereof which on
the date of acquisition has been rated by each Rating Agency in its highest short-term rating available;
provided that such commercial paper and demand notes shall have a remaining maturity of not more than 30
days;
(v) a money market fund or a qualified investment fund rated by each Rating Agency in its
highest long-term rating available (which may be managed by the Trustee or one of its Affiliates); and
(vi) other obligations or securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to
receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both
principal and interest payments derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and for
purposes of this Agreement, any references herein to the highest rating available on unsecured commercial paper
and short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case
of Moody's and F-1 in the case of Fitch; provided, however, that any Permitted Investment that is a short-term
debt obligation rated A-1 by Standard & Poor's must satisfy the following additional conditions: (i) the total
amount of debt from A-1 issuers must be limited to the investment of monthly principal and interest payments
(assuming fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20%
of the aggregate outstanding Certificate Principal Balance of the Certificates and each investment must not
mature beyond 30 days; (iii) the terms of the debt must have a predetermined fixed dollar amount of principal due
at maturity that cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being
relied on to meet a certain yield, interest must be tied to a single interest rate index plus a single fixed
spread (if any) and must move proportionately with that index. Any Permitted Investment may be purchased by or
through the Trustee or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization
or Non-United States Person.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Pool Stated Principal Balance: With respect to any date of determination, the aggregate of the Stated
Principal Balances of each Mortgage Loan that was an Outstanding Mortgage Loan on the Due Date immediately
preceding the Due Period preceding such date of determination.
Posted Collateral Account: The separate account created and maintained by the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to Section 4.11(e).
Prepayment Assumption: With respect to the Class A and Class M Certificates, the prepayment assumption
to be used for determining the accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a prepayment rate of 18% HEP with respect to the
fixed-rate first lien Mortgage Loans and 100% PPV with respect to the adjustable-rate Mortgage Loans.
Prepayment Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan (other than
a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during
the related Prepayment Period, an amount equal to the excess of one month's interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal
to one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated by a numeric
code on Exhibit G with the exception of either code "23" or "96" under the column "MI CO CODE".
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(i) the sum of (x) the Available Distribution Amount for such Distribution Date, plus any amounts received
pursuant to the Swap Agreement by the Supplemental Interest Trust and amounts received pursuant to the Yield
Maintenance Agreement by the Trust for the Distribution Date, over (ii) the Interest Distribution Amount and
(b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the
related Due Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08, the amount of any shortfall deposited in the Custodial Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during
the related Prepayment Period and the Stated Principal Balance of Mortgage Loans purchased pursuant to
Section 9.01 in connection with such Distribution Date, if applicable;
(iii) the principal portion of all other unscheduled collections, other than Subsequent
Recoveries, on the Mortgage Loans (including, without limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related
Prepayment Period to the extent applied by the Master Servicer as recoveries of principal of the
Mortgage Loans pursuant to Section 3.14;
(iv) the lesser of (a) Subsequent Recoveries for such Distribution Date and (b) the
principal portion of any Realized Losses allocated to any Class of Certificates on a prior Distribution
Date and remaining unreimbursed;
(v) the sum of (I) the lesser of (a) Excess Cash Flow for that Distribution Date (to the
extent not used pursuant to clause (iv) of this definition on such Distribution Date) and (b) the
principal portion of any Realized Losses incurred (or deemed to have been incurred) on any Mortgage
Loans in the calendar month preceding such Distribution Date to the extent covered by Payments under the
Yield Maintenance Agreement for that Distribution Date, (II) the lesser of (a) payments under the Yield
Maintenance Agreement for that Distribution Date (to the extent not used pursuant to clause (iv) of this
definition on such Distribution Date) and (b) the principal portion of any Realized Losses incurred (or
deemed to have been incurred) on any Mortgage Loans in the calendar month preceding such Distribution
Date to the extent covered by payments under the Yield Maintenance Agreement for that Distribution Date
and (III) the lesser of (a) Net Swap Payments for that Distribution Date (to the extent not used
pursuant to clause (iv) of this definition on such Distribution Date) and (b) the principal portion of
any Realized Losses incurred (or deemed to have been incurred) on any Mortgage Loans in the calendar
month preceding such Distribution Date to the extent covered by Net Swap Payments for that Distribution
Date; and
(vi) the sum of (I) the lesser of (a) the Excess Cash Flow for such Distribution Date (to
the extent not used to cover Realized Losses pursuant to clause (iv) and (v) of this definition on such
Distribution Date) and (b) the Overcollateralization Increase Amount (without giving effect to
Section 4.02(c)(xi)) for such Distribution Date to the extent covered by Excess Cash Flow for that
Distribution Date, (II) the lesser of (a) the payments under the Yield Maintenance Agreement for such
Distribution Date (to the extent not used to cover Realized Losses pursuant to clause (iv) and (v) of
this definition on such Distribution Date) and (b) the Overcollateralization Increase Amount (without
giving effect to Section 4.02(c)(xvii) and Section 4.09(c) (ii)) for such Distribution Date to the
extent covered by payments under the Yield Maintenance Agreement for that Distribution Date and (III)
the lesser of (a) the Net Swap Payments for such Distribution Date (to the extent not used to cover
Realized Losses pursuant to clause (iv) and (v) of this definition on such Distribution Date) and
(b) the Overcollateralization Increase Amount (without giving effect to Section 4.02(c)(xi), Section
4.09(c)(ii) and Section 4.10(c)(ii)) for such Distribution Date to the extent covered by Net Swap
Payments for that Distribution Date;
minus
(vii) the amount of any Overcollateralization Reduction Amount for such Distribution Date;
(viii) the amount of any Deferred Interest paid out of principal collections on the Mortgage
Loans as part (other than Subsequent Recoveries) of the Class A, Class M-1, Class M-2, Class M-3 and
Class M-4 Interest Distribution Amounts, as applicable, for that Distribution Date;
(ix) the amount of any Capitalization Reimbursement Amount for such Distribution Date; and
(x) any Net Swap Payments or Swap Termination Payments not due to a Swap Counterparty
Trigger Event owed to the Swap Counterparty to the extent not previously paid from interest or principal
collections on the Mortgage Loans.
provided, however, that the Principal Distribution Amount on any Distribution Date shall not be less than zero or
greater than the aggregate Certificate Principal Balance of the Class A and Class M Certificates.
Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a
recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, the sum of the amounts described in
clauses (b)(i), (b)(ii) and (b)(iii) of the definition of Principal Distribution Amount for that Distribution
Date.
Program Guide: The Residential Funding Seller Guide for mortgage collateral sellers that participate in
Residential Funding's standard mortgage programs, and Residential Funding's Servicing Guide and any other
subservicing arrangements which Residential Funding has arranged to accommodate the servicing of the Mortgage
Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise
purchased on any date pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of
(i) (a) if such Mortgage Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04 or 4.07
of this Agreement, 100% of the Stated Principal Balance thereof plus the principal portion of any related
unreimbursed Advances or (b) if such Mortgage Loan (or REO Property) is being purchased pursuant to Section 4.07
of this Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus the principal portion of
any related unreimbursed Advances on such Mortgage Loan (or REO Property) and (2) the fair market value thereof
plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), or (b) in the case of a
purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan), in each case on the Stated Principal Balance thereof to, but not including, the first
day of the month following the month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the
state of its principal place of business and each state having jurisdiction over such insurer in connection with
the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage
guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by
it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least
"AA" or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces
had on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor
for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction),
not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be
deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage
Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a
Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and (vi) in the case of the adjustable rate
Mortgage Loans, (w) have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as
that of the Deleted Mortgage Loan, (x) have a Note Margin not less than that of the Deleted Mortgage Loan;
(y) have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and (z) have a next Adjustment
Date no later than that of the Deleted Mortgage Loan.
Rating Agency: Moody's and Standard & Poor's. If any agency or a successor is no longer in existence,
"Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or
REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) from the Due Date as to which interest was last paid or advanced to Certificateholders up to the
last day of the month in which the Cash Liquidation (or REO Disposition) occurred on the Stated Principal Balance
of such Mortgage Loan (or REO Property) outstanding during each Due Period that such interest was not paid or
advanced to the extent, with respect to Negative Amortization Loans, such interest does not constitute Deferred
Interest that has been added to the principal balance of such Mortgage Loan, minus (iii) the proceeds, if any,
received during the month in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or
any Subservicer with respect to related Advances, Servicing Advances or other expenses as to which the Master
Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously reimbursed.
With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a) (1) the amount by which
the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was reduced or (2) the
sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing Advances
that are reimbursable to the Master Servicer or a Subservicer, and (b) any such amount with respect to a Monthly
Payment that was or would have been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received. With
respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan
which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized
Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the representations and warranties made
regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and
any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case
without giving effect to any Debt Service Reduction.
To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are
applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses allocated to the Class SB Certificates shall be allocated first to the REMIC II Regular
Interest SB-IO in reduction of the accrued but unpaid interest thereon until such accrued and unpaid interest
shall have been reduced to zero and then to the REMIC II Regular Interest SB-PO in reduction of the Principal
Balance thereof.
Record Date: With respect to each Distribution Date and the Class A Certificates and Class M
Certificates which are Book-Entry Certificates, the close of business on the Business Day prior to such
Distribution Date.
With respect to each Distribution Date and the Certificates (other than the Class A and Class M
Certificates), the close of business on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs, except in the case of the first Record Date, which shall be the Closing Date.
Reference Bank Rate: As defined in Section 1.02.
Regular Interest: Any one of the regular interests in the Trust Fund.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Relief Act: The Servicemembers Civil Relief Act, as amended.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or
similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Company, LLC. If Residential Funding Company, LLC is found by
a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under
this Agreement the Master Servicer or Trustee acting as successor master servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the Yield Maintenance Agreement,
the Supplemental Interest Trust Account, the Swap Agreement and the Mortgage Insurance Premium Taxes Reserve Fund
and any payments thereunder, which are not assets of any REMIC), constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of: (i) the Mortgage Loans and the related Mortgage Files; (ii) all payments on and collections in
respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in the month of the
Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a Mortgage Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance
policies and Primary Insurance Policies pertaining to the Mortgage Loans, if any; and rights under the MI Policy,
if any, and (v) all proceeds of clauses (i) through (iv) above.
REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to
(a) the product of (i) the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests then
outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC I Overcollateralized Amount: With respect to any date of determination, (i) 1% of the aggregate
Uncertificated Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate Uncertificated
Principal Balances of the REMIC I Regular Interests (other than REMIC I Regular Interests AA and ZZ), in each
case as of such date of determination.
REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the
product of (i) the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the sum of the Uncertificated Principal Balances of REMIC I Regular
Interests ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-3 and M-4 and the denominator of which is the sum of the Uncertificated Principal
Balances of ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-4 and ZZ.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in
REMIC I issued hereunder and designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest shall
accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC I Regular Interest AA: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest A-1: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest A-2: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-1: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-2: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-3: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest M-4: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest ZZ: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date,
the excess of (i) Uncertificated Accrued Interest calculated with the REMIC I Regular Interest ZZ Uncertificated
Pass-Through Rate and an Uncertificated Principal Balance equal to the excess of (x) the Uncertificated Principal
Balance of REMIC I Regular Interest ZZ over (y) the REMIC I Overcollateralized Amount, in each case for such
Distribution Date, over (ii) the sum of Uncertificated Accrued Interest on REMIC I Regular Interest A-1 through
REMIC I Regular Interest M-4, with the rate on each such REMIC I Regular Interest subject to a cap equal to the
Pass-Through Rate for the corresponding Class for the purpose of this calculation.
REMIC II: The segregated pool of assets described in the Preliminary Statement.
REMIC II Regular Interest: Any "regular interest" issued by REMIC II the ownership of which is
evidenced by a Class A Certificate, Class M Certificate or the Class SB Certificate.
REMIC II Regular Interest SB-IO: A separate non-certificated regular interest of REMIC II designated as
a REMIC II Regular Interest. REMIC II Regular Interest SB-IO shall have no entitlement to principal and shall be
entitled to distributions of interest subject to the terms and conditions hereof, in an aggregate amount equal to
interest distributable with respect to the Class SB Certificates pursuant to the terms and conditions hereof.
REMIC II Regular Interest SB-PO: A separate non-certificated regular interest of REMIC II designated as
a REMIC II Regular Interest. REMIC II Regular Interest SB-PO shall have no entitlement to interest and shall be
entitled to distributions of principal subject to the terms and conditions hereof, in an aggregate amount equal
to principal distributable with respect to the Class SB Certificates pursuant to the terms and conditions hereof.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment
conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as
the foregoing may be in effect from time to time.
REMIC Regular Interests: the REMIC I Regular Interests and REMIC II Regular Interests.
REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by the Master Servicer that it has
received substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period, an amount equivalent to
interest (at a rate equal to the sum of the Net Mortgage Rate that would have been applicable to the related
Mortgage Loan had it been outstanding net of amounts that would have been Deferred Interest, if any) on the
unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property or with respect to a Cooperative Loan, the
related Cooperative Apartment) which proceeds are required to be deposited into the Custodial Account only upon
the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer, on behalf of the Trust Fund for the
benefit of the Certificateholders pursuant to Section 3.14, through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate
reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan
capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that
a Mortgage Loan modified in accordance with clause (i) above for a temporary period shall not be a Reportable
Modified Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for
six months since the date of such modification if that interest rate reduction is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the form of which is attached as Exhibit H hereto, or an
electronic request in a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
Required Overcollateralization Amount: With respect to any Distribution Date, (a) if such Distribution
Date is prior to the Stepdown Date, the sum of approximately 6.90% of the aggregate Cut-off Date Principal
Balance of the mortgage loans and an amount by which the Certificate Principal Balances of the Class M-4
Certificates have been reduced by any payments from Excess Cash Flow pursuant to Section 4.02(c)(xvii), on any
prior Distribution Dates, or (b) if such Distribution Date is on or after the Stepdown Date, the lesser of (i)
the sum of (1) approximately 6.90% of the aggregate Cut-off Date Principal Balance of the mortgage loans and (2)
the amount by which the Certificate Principal Balances of the Class M-4 Certificates have been reduced by any
payments from Excess Cash Flow pursuant to Section 4.02(c)(xvii), on any prior Distribution Dates and (ii) the
greater of (1) the excess of (x) approximately 18.00% of the then current aggregate outstanding Principal Balance
of the mortgage loans after giving effect to distributions to be made on that Distribution Date over (y) the
aggregate Class Certificate Balance of the Class M-4 Certificates and (2) the Overcollateralization Floor.
Notwithstanding the foregoing, if a Trigger Event is in effect, the Required Overcollateralization Amount shall
be an amount equal to the Required Overcollateralization Amount for the immediately preceding Distribution Date
plus any amount by which the Certificate Principal Balances of the Class M-4 Certificates have been reduced by
any payments of Excess Cash Flow pursuant to Section 4.02(c)(xvii) for the prior Distribution Date.
Residential Funding: Residential Funding Company, LLC, a Delaware limited liability company, in its
capacity as seller of the Mortgage Loans to the Depositor and not in its capacity as Master Servicer, and any
successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President,
any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee, in
each case with direct responsibility for the administration of this Agreement.
RFC Exemption: As defined in Section 5.02(e)(ii).
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
Securitization Transaction: Any transaction involving a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities.
Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in
favor of the originator in the related Cooperative Stock.
Senior Enhancement Percentage: For any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and (ii) the
Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date.
Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred
in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in
the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property (or, with respect to a Cooperative Loan, the related
Cooperative Apartment), (ii) any enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the
MERS System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures implemented
in accordance with Section 3.07 and (v) compliance with the obligations under Sections 3.01, 3.08, 3.11,
3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing Modification: Any reduction of the interest rate on or the Stated Principal Balance of a
Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the Stated
Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and
other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is
in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee on the Closing Date by the Master Servicer, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date the fraction, expressed as a
percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date, including Mortgage Loans in
foreclosure and REO Properties, and Mortgage Loans which were repurchased, substituted for or for which a
modification to the related Mortgage Note was made after the Cut-Off Date in each case during the period which
includes the previous twelve Distribution Dates over (y) the sum of (i) the aggregate Stated Principal Balance of
all of the Mortgage Loans immediately preceding that Distribution Date and (ii) the Mortgage Loans which were
repurchased during the period which includes the previous twelve Distribution Dates.
Standard & Poor's: Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or
its successors in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time,
(i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan, (b) any Deferred Interest added to
the principal balance of the Mortgage Loan pursuant to the terms of the Mortgage Note, (c) any amount by which
the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification, minus
(ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO
Property during each Due Period commencing on the first Due Period after the Cut-Off Date and ending with the Due
Period related to the most recent Distribution Date which were received or with respect to which an Advance was
made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance
Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which
were distributed pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (c) any Realized Loss
incurred with respect to such Mortgage Loan allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: The earlier to occur of (i) the Distribution date after which the Certificate Principal
Balance of the Class A Certificates has been reduced to zero, and (ii) the later to occur of (a) the distribution
Date occurring in October 2010 and (b) the first Distribution Date on which the Senior Enhancement Percentage
(calculated for this purpose only after taking into account distributions of principal on the mortgage loans, but
prior to any distribution of principal to the holders of the Certificates) is equal to or greater than
approximately 53.90%.
Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses.
Subordination Percentage: With respect to the Class A Certificates, 46.10%; with respect to the
Class M-1 Certificates, 61.40%; with respect to the Class M-2 Certificates, 74.50%; with respect to the Class M-3
Certificates, 82.00%; and with respect to the Class M-4 Certificates, 86.20%.
Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master
Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations
and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the
Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period and that resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who
generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating
to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of
the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by
the Master Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable monthly to the related Subservicer
(or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other
compensation that accrues with respect to each Distribution Date at an annual rate equal to the Subservicing Fee
Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the related
Due Period.
Subservicing Fee Rate: The per annum rate designated on the Mortgage Loan Schedule as the "SUBSERV FEE".
Supplemental Interest Trust: The separate trust created and maintained by the Supplemental Interest
Trust Trustee pursuant to Section 4.10(a). The primary activities of the Supplemental Interest Trust shall be:
(i) holding the Swap Agreement;
(ii) receiving collections or making payments with respect to the Swap Agreement; and
(iii) engaging in other activities that are necessary or incidental to accomplish these limited purposes,
which activities cannot be contrary to the status of the Supplemental Interest Trust as a qualified
special purpose entity under existing accounting literature.
Supplemental Interest Trust Account: The separate trust account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 4.10(a).
Supplemental Interest Trust Trustee: as defined in the preamble hereto.
Swap Agreement: The interest rate swap agreement between the Swap Counterparty and the Supplemental
Interest Trust Trustee, on behalf of the Supplemental Interest Trust, effective on the date set forth in the
confirmation relating thereto, which agreement provides for Net Swap Payments and Swap Termination Payments to be
paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto,
attached hereto as Exhibit U.
Swap Agreement Notional Balance: As to the Swap Agreement and each Floating Rate Payer Payment Date (as
defined in the Swap Agreement), the lesser of (i) the aggregate Certificate Principal Balance of the Class A and
Class M Certificates on that Distribution Date or (ii) the amount set forth below:
DISTRIBUTION DATE NOTIONAL BALANCE ($)
10/25/2007 263,772,444.17
11/25/2007 256,893,736.90
12/25/2007 249,462,084.08
1/25/2008 241,477,861.82
2/25/2008 233,330,369.41
3/25/2008 225,126,636.14
4/25/2008 217,143,462.00
5/25/2008 209,258,502.48
6/25/2008 201,801,651.28
7/25/2008 193,502,644.84
8/25/2008 186,422,743.73
9/25/2008 179,505,082.70
10/25/2008 172,711,122.94
11/25/2008 166,196,851.17
12/25/2008 159,361,951.50
1/25/2009 147,196,883.11
2/25/2009 121,400,878.78
3/25/2009 81,537,447.21
4/25/2009 72,937,755.68
5/25/2009 69,504,392.15
6/25/2009 66,741,184.69
7/25/2009 64,218,486.58
8/25/2009 62,005,910.86
9/25/2009 59,887,663.90
10/25/2009 57,336,617.86
11/25/2009 55,397,850.75
12/25/2009 53,018,632.31
1/25/2010 50,662,957.34
2/25/2010 44,621,685.82
3/25/2010 39,237,612.65
4/25/2010 37,953,123.95
5/25/2010 36,668,192.75
6/25/2010 35,589,757.17
7/25/2010 34,506,620.40
8/25/2010 33,469,069.02
9/25/2010 32,490,655.41
10/25/2010 31,542,223.42
11/25/2010 30,622,786.23
12/25/2010 29,729,959.66
1/25/2011 28,836,944.17
2/25/2011 27,998,975.45
3/25/2011 27,186,404.97
4/25/2011 26,398,409.96
5/25/2011 25,634,196.65
6/25/2011 24,892,999.23
7/25/2011 24,141,299.40
8/25/2011 23,415,703.65
9/25/2011 22,711,053.91
10/25/2011 22,059,132.09
11/25/2011 21,381,390.15
12/25/2011 20,675,261.33
1/25/2012 19,687,240.52
2/25/2012 18,498,086.06
3/25/2012 17,805,041.91
4/25/2012 17,285,911.34
5/25/2012 16,818,034.94
6/25/2012 16,362,705.91
7/25/2012 15,918,774.62
8/25/2012 15,486,777.17
9/25/2012 15,066,394.45
10/25/2012 14,657,315.90
11/25/2012 14,259,128.00
12/25/2012 13,871,654.61
1/25/2013 13,494,609.08
2/25/2013 13,127,712.38
3/25/2013 12,770,692.90
4/25/2013 12,423,286.36
5/25/2013 12,085,235.47
6/25/2013 11,756,289.83
7/25/2013 11,436,205.72
8/25/2013 11,123,988.76
9/25/2013 10,820,150.19
Swap Certificate Account Deposit Date: With respect to any Distribution Date, the second Business Day
prior thereto.
Swap Counterparty: The swap counterparty under the Swap Agreement either (a) entitled to receive
payments from the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust from amounts
payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under this
Agreement or (b) required to make payments to the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, for payments to the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and any successor in
interest or assign. Initially, the Swap Counterparty shall be HSBC Bank USA, National Association.
Swap Counterparty Trigger Event: With respect to any Distribution Date, (i) an "Event of Default" under
the Swap Agreement with respect to which the Swap Counterparty is a Defaulting Party, (ii) a "Termination Event"
under the Swap Agreement with respect to which the Swap Counterparty is the sole Affected Party, or (iii) an
"Additional Termination Event" under the Swap Agreement with respect to which the Swap Counterparty is the sole
Affected Party.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap Termination Payment: Upon the designation of an "Early Termination Date" as defined in the
Swap Agreement, the payment to be made by the Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest Trust to the Swap Counterparty from payments from the Supplemental Interest Trust, or by the
Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust for
payment to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap Agreement.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of
any REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal,
state or local tax laws.
Transaction Party: As defined in Section 12.02(a).
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date if either (i) with
respect to any Distribution Date the three-month average of the related Sixty-Plus Delinquency Percentage, as
determined on that distribution date and the immediately preceding two Distribution Dates, equals or exceeds
29.68% of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the mortgage loans
as a percentage of the Cut-off Date Principal Balance exceeds the applicable amount set forth below:
October 2009 to September 2010...... 1.90% with respect to October 2009, plus an additional
1/12th of 2.35% for each month thereafter.
October 2010 to September 2011...... 4.25% with respect to October 2010, plus an additional
1/12th of 2.50% for each month thereafter.
October 2011 to September 2012...... 6.75% with respect to October 2011, plus an additional
1/12th of 1.50% for each month thereafter.
October 2012 to September 2013...... 8.25% with respect to April 2012, plus an additional 1/12th
of 0.50% for each month thereafter.
October 2013 and thereafter......... 8.75%
Trustee Information: As defined in Section 12.05(a)(i)(A).
Trust Fund: The segregated pool of assets subject hereto, consisting of: (i) the Mortgage Loans and
the related Mortgage Files; (ii) all payments on and collections in respect of the Mortgage Loans due after the
Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (iii) property
which secured a Mortgage Loan and which has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; (v) rights under the Yield Maintenance Agreement and any payments
thereunder; (vi) rights under the Swap Agreement and the Supplemental Interest Trust Account; (vii) the Mortgage
Insurance Premium Taxes Reserve Fund and the Mortgage Insurance Premium Taxes Reserve Fund Deposit and (viii) all
proceeds of clauses (i) through (vii) above.
Uncertificated Accrued Interest: With respect to any REMIC I Regular Interest for any Distribution
Date, one month's interest at the related Uncertificated REMIC I Pass-Through Rate for such Distribution Date,
accrued on its Uncertificated Principal Balance immediately prior to such Distribution Date. Uncertificated
Accrued Interest for the REMIC I Regular Interests shall accrue on the basis of a 360-day year consisting of
twelve 30-day months. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the
extent not covered by Compensating Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular
Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%,
respectively, and thereafter any remaining Prepayment Interest Shortfalls (to the extent not covered by Eligible
Master Servicing Compensation) for any Distribution Date shall be allocated among REMIC I Regular Interest AA,
REMIC I Regular Interest A-1, REMIC I Regular Interest A-2, REMIC I Regular Interest M-1, REMIC I Regular
Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-1, REMIC I Regular Interest M-4 and
REMIC I Regular Interest ZZ, pro rata based on, and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence.
Uncertificated Notional Amount: With respect to the REMIC II Regular Interest SB-IO component of the
Class SB Certificates and any Distribution Date, an amount equal to the aggregate Uncertificated Principal
Balance of the REMIC I Regular Interests for such Distribution Date.
Uncertificated Principal Balance: As of the Closing Date, the Uncertificated Principal Balance of each
REMIC I Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be reduced by all distributions of principal deemed made on such REMIC Regular Interest on
such Distribution Date pursuant to Section 4.02 and, if and to the extent necessary and appropriate, shall be
further reduced on such Distribution Date by Realized Losses as provided in Section 4.05, and the Uncertificated
Principal Balance of REMIC I Regular Interest ZZ shall be increased by the related interest deferrals as provided
in Section 4.02. The Uncertificated Principal Balance of each REMIC I Regular Interest shall never be less than
zero. With respect to the REMIC II Regular Interest SB-PO an initial amount equal to the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall be reduced by all distributions of
principal deemed made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.02 and, if
and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.05.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date, a per annum rate equal
to the weighted average of the Net Mortgage Rates of the Mortgage Loans in effect for the scheduled Monthly
Payments due on such Mortgage Loans during the related Due Period.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for
Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to
fiscal periods ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States, a corporation, partnership or other
entity (treated as a corporation or partnership for United States federal income tax purposes) created or
organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in
the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of
the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all persons that
own an interest in such partnership either directly or through any entity that is not a corporation for United
States federal income tax purposes are required by the applicable operative agreement to be United States
Persons, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any
Certificate. 98.00% of all of the Voting Rights shall be allocated among Holders of the Class A and Class M
Certificates in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1%
of all of the Voting Rights shall be allocated among the Holders of the Class SB Certificates; 0.50% and 0.50%,
of all of the Voting Rights shall be allocated to each of the Holders of the Class R-I and Class R-II
Certificates, respectively; in each case to be allocated among the Certificates of such Class in accordance with
their respective Percentage Interest.
Yield Maintenance Agreement: The yield maintenance agreement, effective as of October 9, 2007, between
the Yield Maintenance Agreement Provider and the Trustee, on behalf of the Trust, effective on the date set forth
in the confirmation relating thereto, which agreement provides for Yield Maintenance Payments and Yield
Maintenance Agreement Termination Payments to be paid, as provided therein, together with any schedules,
confirmations or other agreements relating thereto, attached hereto as Exhibit U.
Yield Maintenance Agreement Monthly Strike Rate: With respect to the Yield Maintenance Agreement and
each Distribution Date, the rate as set forth in the table below:
DISTRIBUTION DATE MONTHLY STRIKE RATE (%)
11/25/2007 5.851%
12/25/2007 5.862%
1/25/2008 5.538%
2/25/2008 5.443%
3/25/2008 5.212%
4/25/2008 5.084%
5/25/2008 4.939%
6/25/2008 4.821%
7/25/2008 4.877%
8/25/2008 4.820%
9/25/2008 4.776%
10/25/2008 4.738%
11/25/2008 4.704%
12/25/2008 4.677%
1/25/2009 4.658%
2/25/2009 4.647%
3/25/2009 4.643%
4/25/2009 4.646%
5/25/2009 4.656%
6/25/2009 4.672%
7/25/2009 4.695%
8/25/2009 4.723%
9/25/2009 4.756%
10/25/2009 4.794%
11/25/2009 4.834%
12/25/2009 4.875%
1/25/2010 4.916%
2/25/2010 4.956%
3/25/2010 4.994%
4/25/2010 5.030%
5/25/2010 5.063%
6/25/2010 5.091%
7/25/2010 5.115%
8/25/2010 5.133%
9/25/2010 5.144%
10/25/2010 5.150%
11/25/2010 5.155%
12/25/2010 5.161%
1/25/2011 5.168%
2/25/2011 5.176%
3/25/2011 5.186%
4/25/2011 5.197%
5/25/2011 5.210%
6/25/2011 5.224%
7/25/2011 5.241%
8/25/2011 5.259%
9/25/2011 5.280%
10/25/2011 5.302%
11/25/2011 5.324%
12/25/2011 5.345%
1/25/2012 5.364%
2/25/2012 5.382%
3/25/2012 5.399%
4/25/2012 5.413%
5/25/2012 5.426%
6/25/2012 5.437%
7/25/2012 5.446%
8/25/2012 5.452%
9/25/2012 5.456%
10/25/2012 5.458%
11/25/2012 5.460%
12/25/2012 5.463%
1/25/2013 5.467%
2/25/2013 5.471%
3/25/2013 5.476%
4/25/2013 5.483%
5/25/2013 5.490%
6/25/2013 5.498%
7/25/2013 5.508%
8/25/2013 5.519%
9/25/2013 5.531%
Yield Maintenance Agreement Notional Balance: With respect to any Distribution Date specified below and
the Yield Maintenance Agreement, the lesser of (1) the aggregate Certificate Principal Balance of the Class A and
Class M Certificates immediately prior to that Distribution Date and (2) the amount specified below for that
Distribution Date:
DISTRIBUTION DATE MONTHLY STRIKE RATE (%)
11/25/2007 1,274,897.32
12/25/2007 2,642,623.55
1/25/2008 4,064,131.16
2/25/2008 5,524,396.79
3/25/2008 6,961,144.15
4/25/2008 8,315,904.81
5/25/2008 9,553,593.41
6/25/2008 10,731,805.12
7/25/2008 11,713,761.67
8/25/2008 12,705,474.76
9/25/2008 13,616,808.84
10/25/2008 14,440,899.91
11/25/2008 15,236,568.91
12/25/2008 16,018,389.15
1/25/2009 16,445,654.98
2/25/2009 15,186,215.84
3/25/2009 10,647,672.45
4/25/2009 10,335,228.11
5/25/2009 10,631,273.39
6/25/2009 10,817,891.09
7/25/2009 10,867,707.61
8/25/2009 10,955,366.75
9/25/2009 11,023,188.00
10/25/2009 10,895,841.49
11/25/2009 10,933,016.93
12/25/2009 10,767,044.06
1/25/2010 10,559,206.57
2/25/2010 8,884,357.09
3/25/2010 7,341,574.89
4/25/2010 7,316,492.19
5/25/2010 7,267,296.79
6/25/2010 7,277,870.75
7/25/2010 7,264,201.36
8/25/2010 7,250,978.59
9/25/2010 7,244,691.28
10/25/2010 7,233,301.35
11/25/2010 7,217,123.36
12/25/2010 7,196,535.36
1/25/2011 7,154,697.12
2/25/2011 7,126,306.46
3/25/2011 7,094,218.74
4/25/2011 7,058,677.43
5/25/2011 7,019,913.78
6/25/2011 6,978,147.27
7/25/2011 6,910,620.41
8/25/2011 6,842,705.42
9/25/2011 6,771,535.82
10/25/2011 6,721,349.55
11/25/2011 6,634,951.19
12/25/2011 6,509,051.92
1/25/2012 6,145,070.64
2/25/2012 5,596,186.42
3/25/2012 5,411,115.75
4/25/2012 5,348,193.06
5/25/2012 5,313,680.92
6/25/2012 5,277,613.41
7/25/2012 5,240,055.16
8/25/2012 5,201,122.92
9/25/2012 5,160,906.01
10/25/2012 5,119,490.24
11/25/2012 5,076,951.38
12/25/2012 5,033,374.35
1/25/2013 4,988,835.09
2/25/2013 4,943,406.54
3/25/2013 4,897,158.67
4/25/2013 4,850,158.48
5/25/2013 4,802,470.32
6/25/2013 4,754,155.77
7/25/2013 4,705,273.87
8/25/2013 4,655,799.28
9/25/2013 4,605,857.26
Yield Maintenance Agreement Provider: The yield maintenance agreement provider under the Yield
Maintenance Agreement required to make payments to the Trustee for payment to the Trust Fund pursuant to the
terms of the Yield Maintenance Agreement, and any successor in interest or assign. Initially, the Yield
Maintenance Agreement Provider shall be HSBC Bank USA, National Association.
Yield Maintenance Agreement Principal Distributable Amount: With respect to any Distribution Date, any
Yield Maintenance Payment received by the Trustee, on behalf of the Trust Fund, under the Yield Maintenance
Agreement for such Distribution Date and distributed in accordance with Section 4.09(c).
Yield Maintenance Agreement Termination Payment: Upon the designation of an "Early Termination Date" as
defined in the Yield Maintenance Agreement, the payment to be made by the Yield Maintenance Agreement Provider to
the Trustee for payment to the Trust Fund pursuant to the terms of the Yield Maintenance Agreement.
Yield Maintenance Payment: With respect to each Distribution Date, any payment received by the Trustee,
on behalf of the Trust Fund, from the Yield Maintenance Agreement Provider pursuant to the terms of the Yield
Maintenance Agreement, with respect to such Distribution Date, provided that such payment shall not include any
payment received by the Trustee, on behalf of the Trust Fund, that is a Yield Maintenance Agreement Termination
Payment, except as set forth in Section 4.09(e).
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for
any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment
Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on the next succeeding Business Day,
LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one
month United States dollar deposits that appears on the Reuters Page LIBOR01 as of 11:00 A.M., London time, on
such LIBOR Rate Adjustment Date. "Reuters Page LIBOR01" means the display designated as page "LIBOR01" on the
Reuters (or such other page as may replace Reuters Page LIBOR01 on that service for the purpose of displaying
London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as
may replace that page on that service, or if such service is no longer offered, LIBOR shall be so established by
use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after
consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will
be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks
(which shall be any three major banks that are engaged in transactions in the London interbank market, selected
by the Trustee after consultation with the Master Servicer) as of 11:00 A.M., London time, on the LIBOR Rate
Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately
equal to the aggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding.
The Trustee shall request the principal London office of each of the reference banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations
rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested,
the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by
the Trustee after consultation with the Master Servicer, as of 11:00 A.M., New York City time, on such date for
loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding. If no such
quotations can be obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under
the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee, after consultation with the Master
Servicer shall select an alternative comparable index (over which the Trustee has no control), used for
determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by
an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master
Servicer's subsequent calculation of the Pass-Through Rates applicable to the Class A and Class M Certificates
for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly
following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its
determination of LIBOR on such date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee
without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans, including
all interest and principal on or with respect to the Mortgage Loans due on or after the Cut-off Date (other than
Monthly Payments due on the Mortgage Loans in the month of the Cut-off Date); (ii) the Mortgage Insurance Premium
Taxes Reserve Fund Deposit and (iii) all proceeds of the foregoing. In addition, on the Closing Date, the Trustee
is hereby directed to enter into the Yield Maintenance Agreement on behalf of the Trust Fund with the Yield
Maintenance Agreement Provider and the Supplemental Interest Trust Trustee is hereby directed to enter into the
Swap Agreement on behalf of the Trust Fund with the Swap Counterparty.
The Depositor, the Master Servicer and the Trustee agree that it is not intended that any
mortgage loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New
Jersey Home Ownership Security Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined
in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan"
as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005.
(b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, the
Depositor delivered or caused to be delivered hereunder to the Trustee, the Yield Maintenance Agreement (the
delivery of which shall evidence that the fixed payment for the Yield Maintenance Agreement has been paid and the
Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has
been authorized hereby), and except as set forth in Section 2.01(c) below and subject to Section 2.01(d) below,
the Depositor does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as
the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or
copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned:
(I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of "LaSalle Bank National
Association, as trustee for the Holders of the RAAC Series 2007-SP3 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2007-SP3" and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that
the Mortgage Loan is a Mortgage Loan if the Mortgage Loan is a Mortgage Loan, with evidence of recording
indicated thereon or, if the original Mortgage has not yet been returned from the public recording
office, a copy of the original Mortgage with evidence of recording indicated thereon;
(iii) The Assignment (which may be included in one or more blanket assignments if permitted by applicable law)
of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment
with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from
the originator to the Person assigning it to the Trustee with evidence of recordation noted thereon or
attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording
indicated thereon; and
(v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to
such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement.
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to
the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing
an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to
such Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing Residential Funding as debtor, the Depositor as
secured party and the Trustee as assignee and a duly completed UCC-1 financing statement showing the
Depositor as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
The Depositor may, in lieu of delivering the original of the documents set forth in
Sections 2.01(b)(I)((iii), (iv) and (v) and Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof
as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all
present and future Certificateholders until such time as is set forth in the next sentence. Within thirty
Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set
forth in Sections 2.01(b)(I) (iii), (iv) and (v) and Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) (or
copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer,
the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians
that are the duly appointed agent or agents of the Trustee.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage
Loan, if the Depositor cannot deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by
the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain
information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to
the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement
or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate public office for real property
records the Assignment referred to in clause (iii) of Section 2.01(b), except (a) in states where, in the Opinion
of Counsel acceptable to the Master Servicer, such recording is not required to protect the Trustee's interests
in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding and its successors and assigns; and
shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause
(II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Depositor because of any defect therein, the Depositor shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment, Form UCC-3 or Form UCC-1 to be recorded in accordance with this paragraph. The Depositor
shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or
Assignment, Form UCC-3 or Form UCC-1, as applicable (or copy thereof as permitted by Section 2.01(b)), with
evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related
Subservicer or Seller. In connection with its servicing of Cooperative Loans, the Master Servicer will use its
best efforts to file timely continuation statements with regard to each financing statement and assignment
relating to Cooperative Loans as to which the related Cooperative Apartment is located outside of the State of
New York.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in
blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and
the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I) (ii) , (iii) , (iv) and (v) and (III)(vi) and (vii)
and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the MERS(R)System, the Depositor
further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing
Date, the MERS(R)System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in
the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided
for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Mortgage Loans for the
benefit of the Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge
of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor.
However, in the event that the Mortgage Loans are held to be property of the Depositor or of Residential Funding,
or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then
it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans,
including (a) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease and Mortgage, (b) with respect to each
Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage and (c) any insurance
policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage
Loans, the Yield Maintenance Agreement or the Swap Agreement in accordance with the terms thereof and (C) any and
all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other
property of whatever kind or description now existing or hereafter acquired consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing
into cash, instruments, securities or other property, including without limitation all amounts from time to time
held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Depositor to the Trustee of any security interest in
any and all of Residential Funding's right (including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B),
and (C) granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the possession
by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property
as they constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code as in
effect in the States of New York and Minnesota and any other applicable jurisdiction; and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and the other property described above,
such security interest would be deemed to be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the
foregoing, the Depositor shall prepare and deliver to the Trustee not less than 15 days prior to any filing date
and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the
Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the
Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on
the Mortgage Loans, as evidenced by an Officers' Certificate of the Depositor, including without limitation
(x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of
Residential Funding, the Depositor or the Trustee (such preparation and filing shall be at the expense of the
Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or
the chief executive office of Residential Funding or the Depositor or (3) any transfer of any interest of
Residential Funding or the Depositor in any Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(I)(i) and
Sections 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except that for purposes of such acknowledgment only,
a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in blank) and declares that it, or
a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the
Mortgage Files delivered to it, or a Custodian as its agent, in trust for the use and benefit of all present and
future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant
to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically
as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to
the Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification. Upon delivery of the Mortgage Files by the Depositor or the Master Servicer, the Trustee
shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification (the "Final Certification") executed by the Custodian, receipt by the respective
Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a
Mortgage File to be missing or defective, upon receipt of notification from the Custodian as specified in the
succeeding sentence, the Trustee shall promptly so notify or cause the Custodian to notify the Master Servicer
and the Depositor; provided, that if the Mortgage Loan related to such Mortgage File is listed on Schedule A of
the Assignment Agreement, no notification shall be necessary. Pursuant to Section 2.3 of the Custodial Agreement,
the Custodian will notify the Master Servicer, the Depositor and the Trustee of any such omission or defect found
by it in respect of any Mortgage File held by it in respect of the items received by it pursuant to the Custodial
Agreement. If such omission or defect materially and adversely affects the interests in the related Mortgage Loan
of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer of such omission or
defect and request that such Subservicer correct or cure such omission or defect within 60 days from the date the
Master Servicer was notified of such omission or defect and, if such Subservicer does not correct or cure such
omission or defect within such period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission
or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered; and provided further, that no cure, substitution or repurchase shall be
required if such omission or defect is in respect of a Mortgage Loan listed on Schedule A of the Assignment
Agreement. The Purchase Price for any such Mortgage Loan shall be deposited or caused to be deposited by the
Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release the contents of any related Mortgage File in its possession and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case
without recourse, as shall be necessary to vest in the Subservicer or its designee, as the case may be, any
Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Residential Funding that repurchases the Mortgage Loan is not
a member of MERS and the Mortgage is registered on the MERS(R)System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to such Subservicer or Residential Funding and shall cause
such Mortgage to be removed from registration on the MERS(R)System in accordance with MERS' rules and regulations.
It is understood and agreed that the obligation of the Subservicer, to so cure or purchase any Mortgage Loan as
to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole
remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the
Certificateholders that:
(i) The Master Servicer is a limited liability company duly organized, validly existing and in good standing
under the laws governing its creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or
Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would
constitute a material default) under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor,
constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or
at law;
(iv) The Master Servicer is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer shall comply in all material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the
Depositor, any Affiliate of the Depositor or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact or omit a material fact
necessary to make the information, certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is
or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will
comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon
discovery by either the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its
discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all
material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in
Section 2.02; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date
such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth
in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders
that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) the information
set forth in Exhibit G hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is
true and correct in all material respects at the respective date or dates which such information is furnished;
(ii) immediately prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor had good title to,
and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest (other than rights to servicing and related compensation) and such conveyance validly transfers
ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security
interest; and (iii) each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code
and Treasury Regulations Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee or the Custodian of a breach of
any of the representations and warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (the Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and warranty set forth in
Section 2.03(b)(iii) , the party discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Depositor shall either (i) cure such
breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and
in the manner set forth in Section 2.02; provided that the Depositor shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, substitution or
repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be
effected by the Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the Depositor to cure such breach or to
so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of
the Certificateholders. Notwithstanding the foregoing, the Depositor shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the
Trustee for the benefit of the Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement relates to the
representations and warranties made by Residential Funding in respect of such Mortgage Loan and any remedies
provided thereunder for any breach of such representations and warranties, such right, title and interest may be
enforced by the Master Servicer on behalf of the Trustee and the Certificateholders.
Upon the discovery by the Depositor, the Master Servicer, the Trustee or the Custodian of a breach of
any of the representations and warranties made in the Assignment Agreement in respect of any Mortgage Loan or of
any Repurchase Event which materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the
Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify Residential
Funding of such breach or Repurchase Event and request that Residential Funding either (i) cure such breach or
Repurchase Event in all material respects within 90 days from the date the Master Servicer was notified of such
breach or Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in
the manner set forth in Section 2.02; provided that, in the case of a breach or Repurchase Event under the
Assignment Agreement, Residential Funding shall have the option to substitute a Qualified Substitute Mortgage
Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach
was discovered. If the breach of representation and warranty that gave rise to the obligation to repurchase or
substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty
set forth in clause (bb) of Section 4 thereof, then the Master Servicer shall request that Residential Funding
pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an
amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the
Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter,
concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall
deliver to the Trustee or the Custodian for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the
Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such
month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of
the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Trustee and the Custodian. Upon such substitution, the Qualified Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and
Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement, as of the date of substitution, and
the covenants, representations and warranties set forth in this Section 2.04, and in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for
any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement)
has occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate
Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall
into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers'
Certificate as to the calculation of such shortfall and (in accordance with Section 10.01(f)) by an Opinion of
Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of
any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of Residential Funding to cure such breach or purchase
(or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing and to make any additional payments required under the Assignment Agreement in
connection with a breach of the representation and warranty in clause (bb) of Section 4 thereof shall constitute
the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to
give the notification and require the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential Funding in the Assignment
Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding,
the Trustee shall assign to Residential Funding all of the right, title and interest in respect of the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage
Files to it, or the Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the
Depositor the Certificates in authorized denominations which evidence ownership of the entire Trust Fund.
(b) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests, for the benefit of the holders of the REMIC II Regular
Interests and the Class R-II Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests
(each of which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive
use and benefit of the holders of the REMIC II Regular Interests and the Class R-II Certificates. The interests
evidenced by the Class R-II Certificates, together with the REMIC II Regular Interests, constitute the entire
beneficial ownership interest in REMIC II.
Section 2.06. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the following activities:
(a) To sell the Certificates to the Depositor in exchange for the Mortgage Loans;
(b) To enter into and perform its obligations under this Agreement, the Swap Agreement and the Yield
Maintenance Agreement;
(c) To engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or
are incidental hereto or connected therewith; and
(d) Subject to compliance with this Agreement, to engage in such other activities as may be required in
connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of
Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this
Section 2.06 may not be amended, without the consent of the Certificateholders evidencing a majority of the
aggregate Voting Rights of the Certificates.
Section 2.07. Agreement Regarding Ability to Disclose.
The Depositor, the Master Servicer and the Trustee hereby agree, notwithstanding any other express or
implied agreement to the contrary, that any and all Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph, the terms "tax treatment" and "tax structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans, following such procedures as it would employ in its good faith
business judgment and which are normal and usual in its general mortgage servicing activities, and shall have
full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all
things which it may deem necessary or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is
hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment
of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution
or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related
insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is
appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee
and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R)System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R)
System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall
be reimbursable to the Master Servicer as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of
the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney or
other documents. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to
the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in respect thereof. Notwithstanding
anything contained herein to the contrary, neither the Master Servicer nor any Subservicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding directly relating to the servicing of the
Mortgage Loan solely under the Trustee's name without indicating the Master Servicer's or Subservicer's, as
applicable, representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to
the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against
Certificateholders, or against the Seller for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action, suit or proceeding not directly
related to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against
Certificateholders, or against the Seller for breaches of representations and warranties or (iv) prepare, execute
or deliver any government filings, forms, permits, registrations or other documents or take any action with the
intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Mortgage Loan on the
related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to
the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-off
Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less than the
original debt-to-income ratio as set forth on the Mortgage Loan Schedule; provided, however, that in no
instance shall the resulting Loan-to-Value Ratio of such Mortgage Loan be higher than that permitted by
the Program Guide; or
(B) the resulting Loan-to-Value Ratio of such Mortgage Loan is no higher than the
Loan-to-Value Ratio prior to such refinancing; provided, however, if such refinanced mortgage loan is a
"rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing),
the Loan-to-Value Ratio may increase to the extent of either (x) the reasonable closing costs of such
refinancing or (y) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in
good standing as defined by the Program Guide.
(b) In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate
of the Master Servicer (i) may perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be entitled to reasonable compensation
therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain
credit information in the form of a "credit score" from a credit repository.
(c) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes
and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(d) The Master Servicer may enter into one or more agreements in connection with the offering of
pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by
the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter
be an obligation of the Master Servicer hereunder.
(e) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor
under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(f) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor
under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent. The relationship of the Master Servicer (and of any successor to the Master
Servicer) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor
and not that of a joint venturer, partner or agent.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding
and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each
Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another
entity that engages in the business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and in either case shall be a ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇
or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved
servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related
Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be
entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the
context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer
in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with this Agreement and as the Master
Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate
its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different
form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or
enter into different Subservicing Agreements; provided, however, that any such amendments or different forms
shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner
which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any
other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the
Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a
timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer
under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase
a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of
a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall
be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any,
that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific
recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. For
purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the
ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement
of a Seller's obligations and are reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in
accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of
this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or
enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related
Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master
Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use
reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made
by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption
by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and
Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Depositor and to the same extent and
under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification
of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be
between the Subservicer and the Master Servicer alone and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any
way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred
to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the master servicer (including by
reason of an Event of Default), the Trustee, as successor Master Servicer, its designee or its successor shall
thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party
to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations
under the Subservicing Agreement. The Trustee, its designee or its successor shall not be held liable for any
actions of the terminated Master Servicer under each Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage
Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures
as it would employ in its good faith business judgment and which are normal and usual in its general mortgage
servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (subject to the
terms and conditions of the Assignment Agreement) (i) waive any late payment charge or any prepayment charge or
penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments
due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the Master Servicer shall
first determine that any such waiver or extension will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the related Mortgage. Notwithstanding anything in this
Section to the contrary, the Master Servicer or any Subservicer shall not enforce any prepayment charge to the
extent that such enforcement would violate any applicable law. In the event of any such arrangement, the Master
Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with
the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however,
that no such extension shall be made if any advance would be a Nonrecoverable Advance. Consistent with the terms
of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in
the Master Servicer's determination such waiver, modification, postponement or indulgence is not materially
adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might
result absent such action), provided, however, that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the
Mortgage Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the
related Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), capitalize any amounts owing on the Mortgage Loan by adding
such amount to the outstanding principal balance of the Mortgage Loan, or extend the final maturity date of such
Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, such default
is reasonably foreseeable. For purposes of delinquency calculations, any capitalized Mortgage Loan shall be
deemed to be current as of the date of the related Servicing Modification. No such modification shall reduce the
Mortgage Rate (i) with respect to a fixed rate Mortgage Loan, (A) below one-half of the Mortgage Rate as in
effect on the Cut-off Date or (B) below the rate at which the Subservicing Fee with respect to such Mortgage Loan
accrues or (ii) with respect to an adjustable rate Mortgage Loan, (A) below the greater of (1) one-half of the
Mortgage Rate as in effect on the Cut-off Date and (2) one-half of the Mortgage Rate as in effect on the date of
the Servicing Modification or (B) below the rate at which the Subservicing Fee with respect to such Mortgage Loan
accrues. The final maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date. In
addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of such Mortgage Loan
must be fully amortized over the term of such Mortgage Loan, and such amounts may be added to the outstanding
principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such
amounts described in the preceding sentence shall be implemented in accordance with the Program Guide and may be
implemented only by Subservicers that have been approved by the Master Servicer for such purposes. In connection
with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of
the Mortgage Note and local law and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance
thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such reamortization
shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes.
In addition, the Master Servicer and the Trustee on behalf of the Trust Fund shall not exercise any
right with respect to any Mortgage Loan to (i) accelerate the payment of the outstanding principal balance of
such Mortgage Loan plus any other amounts payable under the related Mortgage Note or (ii) increase the related
Mortgage Rate as a result of the related Mortgagor's termination of employment with the originator of the
Mortgage Loan.
(b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall
deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than in respect of Monthly Payments due before or in the month of the
Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage
Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the
interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04, 4.07, 4.08 or 9.01
(including amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the
Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the
representation and warranty set forth in clause (bb) of Section 4 of the Assignment Agreement) and all
amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections
received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of Monthly Payments due before or in the month of the Cut-off Date) and
payments or collections consisting of late payment charges or assumption fees may but need not be deposited by
the Master Servicer in the Custodial Account. In the event any amount not required to be deposited in the
Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that
belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being
attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04, 4.07 and 4.08 received in any calendar month, the Master Servicer may elect to treat such amounts as
included in the Available Distribution Amount for the Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects, such amounts will be deemed to have been received (and any
related Realized Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial
Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next following the date of such investment
(with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior
to their maturities. All income and gain realized from any such investment shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its own
funds immediately as realized.
(d) The Master Servicer shall give written notice to the Trustee and the Depositor of any change in the
location of the Custodial Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an
Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to
the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement.
If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the nature of late charges or assumption fees, or payments or
collections received in the nature of prepayment charges to the extent that the Subservicer is entitled to retain
such amounts pursuant to the Subservicing Agreement. On or before the date specified in the Program Guide, but in
no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in
the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement,
to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal
and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the
first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage
Rate plus the rate per annum at which the Mortgage Insurance Premium, if any, accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related
Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the
related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, the Mortgage Insurance Premium, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing
Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, the Mortgage Insurance Premium, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to
Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not
timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent
that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the
Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents
and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations
of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall
permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a
charge reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to remit to the Trustee for deposit into the Certificate Account in the amounts and in the manner
provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances
or other expenses made pursuant to Sections 3.01, 3.07(a) 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to
amounts received on the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03, 2.04, 4.07, 4.08 or 9.01) which represent (A) Late Collections of Monthly Payments
for which any such advance was made in the case of Subservicer Advances or Advances pursuant to
Section 4.04 and (B) late recoveries of the payments for which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest
(but not in excess of the Subservicing Fee and the Mortgage Insurance Premium if not previously
retained) which, when deducted, will result in the remaining amount of such interest being interest at a
rate per annum equal to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds
deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding, the Depositor or any other appropriate Person, as
the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has
been purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07, 4.08 or 9.01, all
amounts received thereon and not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner
and to the extent provided in subsection (c) below, and any Advance or Servicing Advance made in
connection with a modified Mortgage Loan that is in default or, in the judgment of the Master Servicer,
default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance
or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in the preceding
calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor
pursuant to Section 3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause, and (b), in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed
pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein
pursuant to Section 3.07, including any payoff fees or penalties or any other additional amounts payable
to the Master Servicer or Subservicer pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master
Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance
made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by
withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any
Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance relating to an Advance made pursuant to Section 4.04 on any such Certificate
Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the MI Policy and Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in
noncoverage under the MI Policy and any applicable Primary Insurance Policy of any loss which, but for the
actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary
Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is
reduced to 80% or less of the Appraised Value at origination in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary Insurance Policy was in place as
of the Cut-off Date and the Master Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable to a Nonsubserviced Mortgage
Loan, or consent to any Subservicer canceling or refusing to renew any such Primary Insurance Policy applicable
to a Mortgage Loan subserviced by it, that is in effect at the date of the initial issuance of the Certificates
and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled
or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating
Agency for mortgage pass-through certificates having a rating equal to or better than the lower of the
then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. The
Master Servicer shall keep or cause to be kept in full force and effect the MI Policy, except as provided in
Section 3.11(c).
(b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the Mortgage Insurance Policy Provider under
the MI Policy and to the insurer under the MI Policy or any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall
be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. In addition, the Master Servicer shall deposit any refunds of any Mortgage Insurance Premiums into
the Custodial Account for inclusion in the Available Distribution Amount for the following Distribution Date.
(c) To the extent of a Mortgage Insurance Policy Provider Default, if the MI Policy may be terminated
without payment of any further premium for such policy, the Master Servicer shall use its best efforts to replace
such policy with a substitute policy at a premium rate which is no greater than the premium rate that is charged
under the MI Policy and with coverage for losses in amounts substantially similar to those under the MI Policy.
Any substitute policy shall be entered into only with the written consent of the Certificate Insurer.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on
such Mortgage Loan (together with the principal balance of any mortgage loan secured by a lien that is senior to
the Mortgage Loan) or 100 percent of the insurable value of the improvements; provided, however, that such
coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the
Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available,
to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire insurance with extended
coverage in an amount which is at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs
shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in
respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan (other
than a Cooperative Loan) are located at the time of origination of such Mortgage Loan in a federally designated
special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located is participating in such program).In
the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended
coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and
agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy,
deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such
deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date
next preceding the Distribution Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the
coverage that would be required by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage Loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇
Mac. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if
any, of the Program Guide and acceptable to the Depositor. Coverage of the Master Servicer under a policy or bond
obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent
that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this
Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from
preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will
bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage
which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the
requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or
the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements
shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan
under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC
created hereunder to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall
execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the
Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the
assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien
of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a
junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be
altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property
would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will
not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the
collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in
accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated
by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be
delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee
collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a
request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other
similar matters if it has determined, exercising its good faith business judgment in the same manner as it would
if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability
of, such Mortgage Loan would not be adversely affected thereby and that each REMIC created hereunder would
continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any
fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by
the Master Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the Master Servicer shall be
entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee
with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance
satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged
Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under,
the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the
transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a
rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such
proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage
Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such
Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to
such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan,
which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting
a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property),
(ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In
connection with such foreclosure or other conversion or action, the Master Servicer shall, consistent with
Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide;
provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting
in connection with any such foreclosure or other conversion or action in a manner that is consistent with the
provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or
incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage loan, or towards the restoration
of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds
of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to
itself for such expenses or charges and (ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes
of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such
a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled to
reimbursement of its funds so expended pursuant to Section 3.10. In addition, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation and warranty with respect to any
such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and remedies in
connection with a breach of a representation and warranty if the Master Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial Account of all
Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the definition of "Cash
Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or the Custodian, as the case may be, shall release to the
Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer
or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter such Mortgage
Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other provision of this Agreement,
in the Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or REO Property as to either
of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have occurred if
substantially all amounts expected by the Master Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of additional receipts expected to be
received or any estimated additional liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered
to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be
considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related
amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with
a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose
of such REO Property within three full years after the taxable year of its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state
(including any state in which such property is located) law to maintain the status of each REMIC created
hereunder as a REMIC under applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension of such grace period unless the
Master Servicer obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause any REMIC
created hereunder to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by
the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) any subject REMIC created
hereunder to the imposition of any federal income taxes on the income earned from such REO Property, including
any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following
order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate
in the case of a Modified Mortgage Loan) (less Deferred Interest, if any), to the Due Date in the related Due
Period prior to the Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property) (provided that if any such
Class of Certificates to which such Realized Loss was allocated is no longer outstanding, such subsequent
recovery shall be distributed to the persons who were the Holders of such Class of Certificates when it was
retired); fourth, to all Subservicing Fees payable therefrom (and the Subservicer shall have no claims for any
deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure
Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States
Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together,
"foreclosure") in respect of such Mortgage Loan, the Master Servicer shall cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the
Master Servicer shall immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by
a certification of a Servicing Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are required to be deposited in the
Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms
attached hereto as Exhibit H requesting delivery to it of the Mortgage File. Upon receipt of such certification
and request, the Trustee shall promptly release, or cause the Custodian to release, the related Mortgage File to
the Master Servicer. The Master Servicer is authorized to execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien
of the Mortgage, together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R)System of such Mortgage and to execute and deliver,
on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC termination statements. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the
Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master
Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H hereto, requesting that possession of all, or any
document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver,
or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefore by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for
purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.
In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with
respect thereto to the Master Servicer upon the Trustee's receipt of notification from the Master Servicer of the
deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master
Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by
the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee shall not invalidate any insurance coverage under any Required Insurance Policy
or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation.
(a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii) , (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a
Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or
REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon
(including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom
and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Subservicing Fee considered
to be accrued but unpaid.
(b) Additional servicing compensation in the form of payment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees
and expenses of the Trustee and the Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part
except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer
shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by an amount equal to Eligible Master Servicing Compensation (if any) for such
Distribution Date. Such reduction shall be applied during such period as follows: first, to any Subservicing Fee
to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii) ; second, to any income or gain
realized from any investment of funds held in the Custodial Account or the Certificate Account to which the
Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of
servicing compensation to which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) shall not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (ii) shall not
withdraw from the Custodial Account any such amount of servicing compensation to which it is entitled pursuant to
Section 3.10(a)(v) or (vi). With respect to any Distribution Date, Eligible Master Servicing Compensation shall
be used on such Distribution Date to cover any Prepayment Interest Shortfalls.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after it receives a written request from the Trustee or the Depositor each
Distribution Date, the Master Servicer shall forward to the Trustee and the Depositor a statement, certified by a
Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each
category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.
The Master Servicer shall deliver to the Depositor and the Trustee on or before the earlier of (a) March
31 of each year or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the
date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange
Act and the rules and regulations of the Commission, (i) a servicing assessment as described in Section
4.03(f)(ii) and (ii) a servicer compliance statement signed by an authorized officer of the Master Servicer, as
described in Items 1122(a), 1122(b) and 1123 of Regulation AB, to the effect that:
(i) A review of the Master Servicer's activities during the reporting period and of its performance under
this Agreement, has been made under such officer's supervision.
(ii) To the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all of
its obligations under this Agreement in all material respects throughout the reporting period or, if
there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.
The Master Servicer shall use commercially reasonable efforts to obtain from all other parties
participating in the servicing function any additional certifications required under Item 1123 of Regulation AB
to the extent required to be included in a Report on Form 10-K; provided, however, that a failure to obtain such
certifications shall not be a breach of the Master Servicer's duties hereunder if any such party fails to deliver
such a certification.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during
which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the date on which the annual report is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be members of the American Institute of
Certified Public Accountants, to furnish to the Depositor and the Trustee the attestation required under Item
1122(b) of Regulation AB. In rendering such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent
public accountants substantially in accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal
business hours access to all records maintained by the Master Servicer in respect of its rights and obligations
hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such
other information as the Master Servicer possesses regarding its business, affairs, property and condition,
financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information
including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the
Certificates from any Person or Persons identified by the Depositor or Residential Funding. The Depositor may,
but is not obligated to perform, or cause a designee to perform, any defaulted obligation of the Master Servicer
hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee.
Neither the Depositor nor the Trustee shall have the responsibility or liability for any action or failure to act
by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. The Mortgage Insurance Co-Trustee.
(a) The Master Servicer hereby appoints the Mortgage Insurance Co-Trustee to act as co-trustee as permitted
under and in accordance with Section 8.10 of this Agreement. The Mortgage Insurance Co-Trustee hereby agrees to
act as co-trustee of the Trust Fund for purposes of accepting and holding the MI Policy on behalf of the Trust
and to be the named insured under the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI Policy at
its Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be entitled to all of the rights, protections
and immunities of the Trustee under Article VIII of this Agreement.
(b) On each Distribution Date, the Trustee shall pay as directed by the Master Servicer, on behalf of the
Mortgage Insurance Co-Trustee, the premium for the MI Policy out of amounts on deposit in the Certificate
Account. All claims under the MI Policy shall be made by the Master Servicer on behalf of the Mortgage Insurance
Co-Trustee and any funds received by the Master Servicer with respect to the MI Policy will be deemed to have
been received by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee. Regardless, any funds
received by the Mortgage Insurance Co-Trustee under the MI Policy shall be remitted to the Trustee within two
Business Days for deposit to the Certificate Account.
(c) In the event of a Mortgage Insurance Policy Provider Default under the MI Policy, the Mortgage Insurance
Policy Provider shall be terminated by the Mortgage Insurance Co-Trustee on behalf of the Trust only if the
Mortgage Insurance Co-Trustee is so directed by the Certificate Insurer and the Master Servicer.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall
deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of
(i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be paid pursuant to
Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e), Section 4.07 or Section 4.09, (iv) any amount required to be paid pursuant to Section 9.01,
(v) any prepayment charges on the Mortgage Loans received during the related Prepayment Period, (vi) an amount
equal to the Mortgage Insurance Premium Payable on such Distribution Date and (vii) all other amounts
constituting the Available Distribution Amount for the immediately succeeding Distribution Date.
(b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall
determine any amounts owed by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement and
any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Trustee, or the Supplemental
Interest Trust Trustee, as applicable, in writing of the amount so calculated. The Master Servicer shall
deposit or cause to be deposited in the Certificate Account on or before 2:00 P.M. New York Time on each Swap
Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the lesser of
(i) any Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a
Swap Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, to the Swap Counterparty pursuant to the Swap Agreement and (ii) the amount on
deposit in the Custodial Account on such Certificate Account Deposit Date. In addition, on each Distribution
Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from
the Certificate Account and pay to the Mortgage Insurance Policy Provider, by wire transfer of immediately
available funds, the Mortgage Insurance Premium for such Distribution Date.
(c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later
than the last Business Day preceding the Distribution Date next following the date of such investment (except
that (i) if such Permitted Investment is an obligation of the institution that maintains such account or a fund
for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution
Date and (ii) any other investment may mature on such Distribution Date if the Trustee advances funds on such
Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date,
pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold
or disposed of prior to maturity. In the absence of written instructions from the Master Servicer, the funds in
the Certificate Account shall remain uninvested. All income and gain realized from any such investment shall be
for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by
the Master Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and
distribute the Available Distribution Amount, to the extent on deposit in the Certificate Account, for such date
to the interests issued in respect of REMIC I and REMIC II as specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the following order of priority, shall be
distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests:
(A) to the extent of the Available Distribution Amount, to the Holders of the REMIC I Regular Interests, pro
rata, in an amount equal to (A) the related Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I
Regular Interest ZZ shall be reduced when the REMIC I Overcollateralization Amount is less than
the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such
difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such
amount will be payable to the Holders of REMIC I Regular Interests ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-3 and
M-4 in the same proportion as the Overcollateralization Increase Amount is allocated to the
corresponding Class of Certificates, and the Uncertificated Principal Balance of the REMIC I
Regular Interest ZZ shall be increased by such amount; and
(B) on each Distribution Date, to the Holders of REMIC I Regular Interests, in an amount equal to the
remainder of the Available Distribution Amount after the distributions made pursuant to
clause (i) above, allocated as follows (except as provided below): (A) to the Holders of the
REMIC I Regular Interest AA, 98.00% of such remainder until the Uncertificated Principal
Balance of such REMIC I Regular Interest is reduced to zero; (B) to the Holders of REMIC I
Regular Interests ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-3 and M-4, 1.00% of such remainder in the same
proportion as amounts are distributed in respect of principal on the corresponding Class of
Certificates; (C) to the Holders of the REMIC I Regular Interest ZZ, 1.00% of such remainder;
and (D) any remaining amounts to the Holders of the Class R-I Certificates; provided, however,
that 98.00% and 2.00% of any principal payments that are attributable to an
Overcollateralization Reduction Amount shall be allocated to Holders of the REMIC I Regular
Interest AA and REMIC I Regular Interest ZZ, respectively; and provided further, that any
prepayment charges on deposit in the Certificate Account attributable to prepayment charges
received on the Mortgage Loans during the related Payment Period shall be deemed distributed to
REMIC II as the holder of the REMIC I Regular Interest AA.
(2) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Section 4.02(c).
(c) On each Distribution Date (x) the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be,
or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share with respect to each Class of Certificates, shall be based on the
aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder of
the following amounts, in the following order of priority, subject to the provisions of Section 4.02(d)), to the
extent of the Available Distribution Amount on deposit in the Certificate Account with respect to
clauses (i) through (xii), and to the extent of the sum of the remaining Available Distribution Amount on deposit
in the Certificate Account with respect to clauses (xiii) through (xxii) (and, with respect to
clause (xxi)(B) below, to the extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A Certificateholders, the Class A Interest Distribution Amount, with such amount allocated
among the Class A Certificateholders on a pro rata basis;
(ii) to the Class M-1 Certificateholders from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the Class M-1 Interest Distribution Amount;
(iii) to the Class M-2 Certificateholders from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the Class M-2 Interest Distribution Amount;
(iv) to the Class M-3 Certificateholders from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the Class M-3 Interest Distribution Amount;
(v) to the Class M-4 Certificateholders from the amount, if any, of the Available Distribution Amount
remaining after the foregoing distributions, the Class M-4 Interest Distribution Amount;
(vi) [Reserved]
(vii) [Reserved]
(viii) to the Class A and Class M Certificateholders, from the amount, if any, of the Available Distribution
Amount remaining after the foregoing distributions, the Principal Distribution Amount (other than the
amounts set forth in clauses (b)(iv), (b)(v), and (b)(vi) of the definition thereof), in the order of
priority described in Section 4.02(d) hereof, until the Certificate Principal Balances of the Class A
and Class M Certificates have been reduced to zero;
(ix) to the Class A-2 and Class M Certificateholders, from the amount, if any, of Excess Cash Flow, an amount
equal to the principal portion of Realized Losses previously allocated to reduce the Certificate
Principal Balance of any Class of the Class A-2 and Class M Certificates and remaining unreimbursed, but
only to the extent of Subsequent Recoveries for that Distribution Date, which amount shall be included
in the Principal Distribution Amount and paid in accordance with Section 4.02(d) hereof, until the
Certificate Principal Balances of the Class A-2 and Class M Certificates have been reduced to zero;
provided that, if the Certificate Principal Balance of the Class A-2 Certificates will be reduced to
zero on such Distribution Date when the Certificate Principal Balance of the Class A-1 Certificates is
greater than zero, all Excess Cash Flow shall first be paid on such Distribution Date to the Class A-1
Certificates in reduction of their Certificate Principal Balance until the Overcollateralization Amount
is equal to zero;
(x) to the Class A-2 and Class M Certificateholders, from the amount, if any, of Excess Cash Flow remaining
after the foregoing distributions, an amount equal to the principal portion of Realized Losses on the
Mortgage Loans during the immediately preceding Prepayment Period, which amount shall be included in the
Principal Distribution Amount and paid in accordance with Section 4.02(d) hereof, until the Certificate
Principal Balances of the Class A-2 and Class M Certificates have been reduced to zero;
(xi) to the Class A and Class M Certificateholders, from the amount, if any, of the Excess Cash Flow
remaining after the foregoing distributions, the Overcollateralization Increase Amount for such
Distribution Date, which amount shall be included in the Principal Distribution Amount and paid in
accordance with Section 4.02(d) hereof, until the Certificate Principal Balances of the Class A and
Class M Certificates have been reduced to zero;
(xii) to the Class A and Class M Certificateholders from the amount, if any, of the Excess Cash Flow remaining
after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto
for such Distribution Date, on a pro rata basis based on Prepayment Interest Shortfalls previously
allocated thereto that remain unreimbursed, to the extent not covered by Eligible Master Servicing
Compensation on such Distribution Date;
(xiii) to the Class A and Class M Certificateholders from the amount, if any, of the Excess Cash Flow remaining
after the foregoing distributions, the amount of any Prepayment Interest Shortfalls previously allocated
thereto on any prior Distribution Date that remain unreimbursed, together with interest thereon at the
applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls previously
allocated thereto that remain unreimbursed;
(xiv) from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, to pay the
Class A Certificates, on a pro rata basis, based on the amount of Class A Net WAC Cap Shortfall
Carry-Forward Amount previously allocated thereto that remain unreimbursed, the amount of any Class A
Net WAC Cap Shortfall Carry-Forward Amounts remaining unpaid as of such Distribution Date and then to
the Class M Certificates, in their order of payment priority, the amount of any Class M Net WAC Cap
Shortfall Carry-Forward Amounts remaining unpaid as of such Distribution Date;
(xv) to the Class A and Class M Certificates on a pro rata basis, based on the amount of Relief Act
Shortfalls allocated thereto on such Distribution Date, from the amount, if any, of the Excess Cash Flow
remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to those
Certificates with respect to such Distribution Date;
(xvi) to the Class A-2 and Class M Certificateholders, from the amount, if any, of the Excess Cash Flow
remaining after the foregoing distributions, the principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, which amount shall be allocated first, to
the Class A-2 Certificateholders based on their respective principal portion of any Realized Losses
previously allocated thereto that remain unreimbursed, and then to the Class M Certificates, in their
order of payment priority;
(xvii) to pay to the holders of the Class M-4 Certificates, as payment of principal on the Class M-4
Certificates, 75% of the Excess Cash Flow remaining after the foregoing distributions, after application
of the Class M-4 Principal Distribution Amount for that Distribution Date, until the Certificate
Principal Balance of the Class M-4 Certificates has been reduced to zero;
(xviii) to the Supplemental Interest Trust Account, any Excess Cash Flow remaining after the foregoing
distributions for payment to the Swap Counterparty of any Swap Termination Payment owed by the
Supplemental Interest Trust due to a Swap Counterparty Trigger Event; and
(xix) to the Class SB Certificates, (A) from the amount, if any, of the Excess Cash Flow remaining after the
foregoing distributions, the sum of (i) Accrued Certificate Interest thereon, (ii) the amount of any
Overcollateralization Reduction Amount for such Distribution Date and (iii) for any Distribution Date
after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates
has been reduced to zero, the Overcollateralization Amount, and (B) from prepayment charges on deposit
in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related
Prepayment Period, and any balance of the Excess Cash Flow.
(d) On each Distribution Date, the Principal Distribution Amount will be paid as follows:
(i) the Class A Principal Distribution Amount shall be distributed, sequentially, to the Class A-1 and
Class A-2 Certificates, in that order, in each case until the Certificate Principal Balances thereof have
been reduced to zero;
(ii) the Class M-1 Principal Distribution Amount shall be distributed to the Class M-1 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;
(iii) the Class M-2 Principal Distribution Amount shall be distributed to the Class M-2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;
(iv) the Class M-3 Principal Distribution Amount shall be distributed to the Class M-3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;
(v) the Class M-4 Principal Distribution Amount shall be distributed to the Class M-4 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;
(vi) [Reserved]
(vii) [Reserved]
(e) Notwithstanding the foregoing clauses (c) and (d), upon the reduction of the Certificate Principal
Balance of a Class of Class A and Class M Certificates to zero, such Class of Certificates will not be entitled
to further distributions pursuant to Section 4.02 (other than in respect of Subsequent Recoveries).
(f) [Reserved]
(g) Any Prepayment Interest Shortfalls on the Mortgage Loans which are not covered by Eligible Master
Servicing Compensation as described in Section 3.16 and Relief Act Shortfalls on the Mortgage Loans will be
allocated among the Class A and Class M Certificates pro rata in accordance with the amount of Accrued
Certificate Interest payable on such Distribution Date absent such shortfalls. Any such uncovered Prepayment
Interest Shortfalls will be paid solely pursuant to Sections 4.02(c)(xii) and (xiii), Sections 4.09(c)(iii) and
(iv) and Sections 4.10(c) (iii) and (iv) to the extent funds are available therefore. Any such Relief Act
Shortfalls will be paid solely pursuant to Section 4.02(c)(xv) and Section 4.09(c)(vi) and Section 4.10(c)(vi)
to the extent funds are available therefore.
(h) To the extent on any Distribution Date for which Deferred Interest exists on such Distribution Date, the
Deferred Interest Shortfall, if any, shall result in a reduction in Accrued Certificate Interest on the Class A
Certificates and Class M Certificates, which reduction shall be allocated among the Class A Certificates and
Class M Certificates on a pro rata basis, based on the amount of Accrued Certificate Interest on such Classes of
Certificates.
(i) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master
Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii) .
(j) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be
responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None
of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(k) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to
each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be held in the Certificate Account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account and with respect to each
Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall make available
electronically on its website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ to each Holder, and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to the extent applicable:
(i) the applicable Record Date, Determination Date, Distribution Date and the date on which the Interest
Accrual Period commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans in the aggregate, including
prepayment amounts;
(iii) the 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,
including amounts payable as excess cash flow and the disposition of the excess cash flow;
(vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would
be distributable to such Holders if there were sufficient funds available therefor, the amount of the
shortfall;
(viii) the aggregate Certificate Principal Balance of each Class of Certificates, before and after giving
effect to the amounts distributed on such Distribution Date, separately identifying any reduction
thereof due to Realized Losses other than pursuant to an actual distribution of principal;
(ix) the Certificate Principal Balance for each Class of Certificates as of the Closing Date;
(x) the number and Stated Principal Balance of the Mortgage Loans in the aggregate after giving effect to
the distribution of principal on such Distribution Date and the number of Mortgage Loans in the
aggregate at the beginning and end of the related Due Period;
(xi) on the basis of the most recent reports furnished to it by Subservicers, (A) the number and Stated
Principal Balance of the Mortgage Loans in the aggregate that are Delinquent (1) 30-59 days, (2) 60-89
days and (3) 90 or more days and the number and Stated Principal Balance of the Mortgage Loans in the
aggregate that are in foreclosure, (B) the number and Stated Principal Balances of the Mortgage Loans in
the aggregate that are Reportable Modified Mortgage Loans that are in foreclosure and are REO Property,
indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, (C) the
number and Stated Principal Balances of the Mortgage Loans in the aggregate that have been repurchased,
substituted for or for which a modification to the related Mortgage Note has been made since the Cut-Off
Date in each case during the period which includes the previous twelve Distribution Dates, (D) the
number and Stated Principal Balances of the Mortgage Loans in the aggregate which have been repurchased
during the period which includes the previous twelve Distribution Dates, and (E) for all Reportable
Modified Mortgage Loans, the number and Stated Principal Balances of the Mortgage Loans in the aggregate
that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer
or Seller;
(xii) the amount, terms and general purpose of any Advance by the Master Servicer pursuant to Section 4.04 and
the amount of all Advances that have been reimbursed during the related Due Period;
(xiii) any material modifications, extensions or waivers to the terms of the Mortgage Loans in the aggregate
during the Due Period or that have cumulatively become material over time;
(xiv) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement;
(xv) the number, aggregate principal balance and Stated Principal Balance of any REO Properties;
(xvi) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such Distribution Date;
(xvii) the aggregate amount of Realized Losses with respect to the Mortgage Loans in the aggregate for such
Distribution Date and the aggregate amount of Realized Losses with respect to the Mortgage Loans in the
aggregate incurred since the Cut-off Date;
(xviii) the Pass-Through Rate on each Class of Certificates and the applicable Net WAC Cap Rate;
(xix) [Reserved]
(xx) the Basis Risk Shortfall, Basis Risk Shortfall Carry-Forward Amount and Prepayment Interest Shortfalls;
(xxi) the Overcollateralization Amount and the Required Overcollateralization Amount following such
Distribution Date;
(xxii) the number and Stated Principal Balances of the Mortgage Loans in the aggregate repurchased under
Section 4.07;
(xxiii) the aggregate amount of any recoveries on previously foreclosed loans with respect to the Mortgage Loans
in the aggregate from Residential Funding;
(xxiv) the weighted average remaining term to maturity of the Mortgage Loans in the aggregate after giving
effect to the amounts distributed on such Distribution Date;
(xxv) the weighted average Mortgage Rates of the Mortgage Loans in the aggregate after giving effect to the
amounts distributed on such Distribution Date;
(xxvi) [Reserved];
(xxvii) the amount of any Yield Maintenance Payments payable to the Trustee on behalf of the Trust Fund and any
Yield Maintenance Agreement Termination Payment payable to the Trustee on behalf of the Trust Fund;
(xxviii) the amount of any Net Swap Payment payable to the Supplemental Interest Trust Trustee on behalf of the
Supplemental Interest Trust, any Net Swap Payment payable to the Swap Counterparty, any Swap Termination
Payment payable to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, and any Swap Termination Payment payable to the Swap Counterparty;
(xxix) the occurrence of the Stepdown Date;
(xxx) with respect to the related Due Period, (i) the number of Mortgage Loans for which a payment was made by
the Mortgage Insurance Policy Provider under the MI Policy since the Closing Date and the aggregate
amount of any such payments, (ii) the number of Mortgage Loans for which a claim has been presented to
the Mortgage Insurance Policy Provider under the MI Policy since the Closing Date and the aggregate
amount of any such outstanding claims, and (iii) the number of Mortgage Loans for which a claim was
presented to the Mortgage Insurance Policy Provider under the MI Policy since the Closing Date which
claim was denied by the Mortgage Insurance Policy Provider and the aggregate amount of any such denied
claims; and
(xxxi) the amount, if any, required to be paid under any Derivative Contract entered into pursuant to Section
4.14 hereof.
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided to
the Trustee as set forth in this Section 4.03(a), the Master Servicer shall provide to any manager of a trust
fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the
request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified
Mortgage Loans substantially in the form attached hereto as Exhibit S to such Rating Agency within a reasonable
period of time; provided, however, that the Master Servicer shall not be required to provide such information
more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after it receives a written request from a Holder of a Certificate,
other than a Class R Certificate, the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each such requesting Person who at any time during the calendar year was the Holder
of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses
(v) and (vi) referred to in subsection (a) above aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have
been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after it receives a written request from any Holder of a Class R
Certificate, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be
forwarded, to each such requesting Person who at any time during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the
Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably
practicable, shall provide the requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause
to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange
Act, and the rules and regulations of the Commission thereunder including, without limitation, reports on Form
10-K, Form 10-D and Form 8-K. In connection with the preparation and filing of such periodic reports, the Trustee
shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents
relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that
are received by a Responsible Officer of the Trustee, (III) notice of all matters that, to the actual knowledge
of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than
those matters that have been submitted to a vote of the Certificateholders at the request of the Depositor or the
Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders
as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with
respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or
relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master
Servicer's own negligence or willful misconduct.
(f) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include, with respect
to the Certificates relating to such 10-K:
(i) A certification, signed by the senior officer in charge of the servicing functions of the Master
Servicer, in the form attached as Exhibit R-1 hereto or such other form as may be required or permitted
by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the
Exchange Act and any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year with all applicable
servicing criteria set forth in relevant Commission regulations with respect to mortgage-backed
securities transactions taken as a whole involving the Master Servicer that are backed by the same types
of assets as those backing the certificates, as well as similar reports on assessment of compliance
received from other parties participating in the servicing function as required by relevant Commission
regulations, as described in Item 1122(a) of Regulation AB. The Master Servicer shall obtain from all
other parties participating in the servicing function any required assessments.
(iii) With respect to each assessment report described immediately above, a report by a registered public
accounting firm that attests to, and reports on, the assessment made by the asserting party, as set
forth in relevant Commission regulations, as described in Regulation 1122(b) of Regulation AB and
Section 3.19.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.18.
(g) In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit R-2.
(h) This Section 4.03 may be amended in accordance with this Agreement without the consent of the
Certificateholders.
(i) The Trustee shall make available on the Trustee's internet website each of the reports filed with the
Commission by or on behalf of the Depositor under the Exchange Act, upon delivery of such report to the Trustee.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master
Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the
Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to
Certificateholders by the Master Servicer on request) (provided that the Master Servicer shall use its best
efforts to deliver such written statement not later than 12:00 P.M. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Available Distribution Amounts, (ii) the amounts required
to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a) and the amount to be
distributed to each Holder pursuant to Section 4.03(a), (iii) the amount of Prepayment Interest Shortfalls,
Class A Net WAC Cap Shortfall, Class M Net WAC Cap Shortfall, Class A Net WAC Cap Shortfall Carry-Forward Amounts
and Class M Net WAC Cap Shortfall Carry-Forward Amounts, (iv) the Yield Maintenance Payment, if any, for such
Distribution Date, (v) any Net Swap Payments paid by the Swap Counterparty to the Supplemental Interest Trust
Trustee, if any, for such Distribution Date, (vi) the amount, if any, payable to the Trustee by a Derivative
Counterparty, (vii) the Mortgage Insurance Premium for such Distribution Date, (viii) the amounts required to be
withdrawn from the Mortgage Insurance Premium Taxes Reserve Fund pursuant to Section 4.13 and (ix) the
determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively
deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall
either (i) remit to the Trustee for deposit in the Certificate Account from its own funds, or funds received
therefore from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of
the related Distribution Date, which shall be in an aggregate amount equal to the sum of (A) the aggregate amount
of Monthly Payments other than Balloon Payments (with each interest portion thereof adjusted to a per annum rate
equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Deferred Interest, if
any, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to
the Relief Act or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date in the related Due Period, which Monthly Payments were due during the related Due Period and not
received as of the close of business as of the related Determination Date; provided that no Advance shall be made
if it would be a Nonrecoverable Advance and (B) with respect to each Balloon Loan delinquent in respect of its
Balloon Payment as of the close of business on the related Determination Date, an amount equal to the excess, if
any, of interest on the unpaid principal balance thereof (with each interest portion thereof adjusted to per
annum rate equal to the Net Mortgage Rate) over any payments of interest (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close
of business on the related Determination Date and allocable to the Due Date during the related Due Period for
each month until such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in
discharge of any such Advance, or (iii) make advances in the form of any combination of clauses (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall
be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on
any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit
Date shall be less than payments to Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in
Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of
the Advance made by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer
that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered to the Depositor and
the Trustee. In the event that the Master Servicer determines as of the Business Day preceding any Certificate
Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance
required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its
inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M.,
New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on
such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have
directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which
the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer as successor Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date. In connection with the preceding sentence, the Trustee shall deposit
all funds it receives pursuant to this Section 4.04(b) into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash Liquidation, Servicing Modifications, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a
Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the
reduction in the interest portion of the Monthly Payment due in the month in which such Distribution Date occurs.
The amount of each Realized Loss shall be evidenced by an Officers' Certificate.
(b) All Realized Losses on the Mortgage Loans shall be allocated as follows:
first, to Excess Cash Flow as provided in clause (b)(v) of the definition of "Principal Distribution
Amount", to the extent of the Excess Cash Flow for such Distribution Date;
second, to payments received under the Yield Maintenance Agreement;
third, to any Net Swap Payments received by the Supplemental Interest Trust Trustee pursuant to the Swap
Agreement;
fourth, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero or
until the aggregate Certificate Principal Balance of the Class A and Class M Certificates equals the
aggregate Stated Principal Balance of the Mortgage Loans;
fifth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
sixth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
seventh, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
eighth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and
ninth, to the Class A-2 Certificates, until the Certificate Principal Balances thereof have been reduced
to zero.
The Class A-1 Certificates will not be allocated any realized losses.
(c) Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the
Class A-2 and Class M Certificates shall be made by reducing the Certificate Principal Balance thereof by the
amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that
no such reduction shall reduce the Certificate Principal Balance of the Class A-2 Certificates and Class M
Certificates below the aggregate Stated Principal Balance of the Mortgage Loans, as applicable. Allocations of
the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing
Modification) shall be made by operation of the definition of "Accrued Certificate Interest" and by operation of
the provisions of Section 4.02(c). Allocations of the interest portion of a Realized Loss resulting from an
interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions
of Section 4.02(c). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC I
Regular Interests, as follows: first, to Uncertificated Accrued Interest payable to the REMIC I Regular Interests
AA and ZZ up to an aggregate amount equal to the excess of (a) the REMIC I Interest Loss Allocation Amount over
(b) Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Mortgage
Loans for such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of
the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interests
AA, 98%, M-4, 1% and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I Regular Interest M-4 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, M-3, 1%
and ZZ, 1%, until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero;
fifth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, M-2, 1% and ZZ, 1%, until
the Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero; sixth, to the
Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, M-1, 1% and ZZ, 1%, until the
Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; seventh, to the
Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, pro rata to the A-2 and A-1, 1%, and ZZ,
1%, until the Uncertificated Principal Balances of REMIC I Regular Interests A-2 and A-1 have been reduced to
zero.
(e) Realized Losses allocated to the Excess Cash Flow or the Overcollateralization Amount pursuant to
paragraphs (a), (b) or (c) of this Section, the definition of Accrued Certificate Interest and the operation of
Section 4.02(c) shall be deemed allocated to the Class SB Certificates. Realized Losses allocated to the
Class SB Certificates shall, to the extent such Realized Losses represent Realized Losses on an interest portion,
be allocated to the REMIC II Regular Interest SB-IO. Realized Losses allocated to the Excess Cash Flow pursuant
to paragraph (b) of this Section shall be deemed to reduce Accrued Certificate Interest on the REMIC I Regular
Interest SB-IO. Realized Losses allocated to the Overcollateralization Amount pursuant to paragraph (b) of this
Section shall be deemed first to reduce the principal balance of the REMIC II Regular Interest SB-PO until such
principal balance shall have been reduced to zero and thereafter to reduce accrued and unpaid interest on the
REMIC II Regular Interest SB-IO.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns with respect to the receipt of
mortgage interest received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged
Property and the informational returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, and deliver to the
Trustee an Officers' Certificate on or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-Off Date, stating that such reports have been filed. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and
6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at
its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefore. If at any time the
Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the
Master Servicer which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan,
and all security and documents relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any
further obligation to the Trustee or the Certificateholders with respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the irrevocable option at any time to purchase any of the
Mortgage Loans from the Trustee at the Purchase Price, up to a maximum of five Mortgage Loans. In the event that
this option is exercised as to any five Mortgage Loans in the aggregate, this option will thereupon terminate. If
at any time the Limited Repurchase Right Holder makes a payment to the Certificate Account covering the amount of
the Purchase Price for such a Mortgage Loan, and the Limited Repurchase Right Holder provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the
Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the
Limited Repurchase Right Holder without recourse to the Limited Repurchase Right Holder which shall succeed to
all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security. The Limited Repurchase Right
Holder will thereupon own such Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Any tax on "prohibited transactions" (as defined in
Section 860F(a)(2) of the Code) imposed on any REMIC relating to the exercise of the option provided in this
Section 4.08 shall in no event be payable by the Trustee.
Section 4.09. The Yield Maintenance Agreement.
(a) On the Closing Date, the Trustee shall, for the benefit of the Class A, Class M and Class SB
Certificates, enter into the Yield Maintenance Agreement.
(b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance
Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement
Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if
any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as set
forth in Section 4.09(c) below. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments
(including Yield Maintenance Agreement Termination Payments) constitute a part of any REMIC created hereunder and
to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition
purposes only.
(c) To the extent not already covered by distributions of Excess Cash Flow pursuant to clauses (ix) through
(xix) of Section 4.02(c) all payments received under the Yield Maintenance Agreement shall be distributed as
follows:
(i) as part of the Principal Distribution Amount, to pay to the holders of the
Class A-2 Certificates and Class M Certificates, in the priority described under Section
4.02(c)(viii), in reduction of their Certificate Principal Balances, the principal portion of
realized losses incurred on the Mortgage Loans for the preceding calendar month; provided that,
if the Certificate Principal Balance of the Class A-2 Certificates will be reduced to zero on the
related Distribution Date when the Certificate Principal Balance of the Class A-1 Certificates is
greater than zero, all amounts received by the trust under the Yield Maintenance Agreement shall
first be paid on such Distribution Date to the Class A-1 Certificates in reduction of their
Certificate Principal Balance until the Overcollateralization Amount is equal to zero;
(ii) to pay the holders of the Class A Certificates and Class M Certificates as part of
the Principal Distribution Amount, in the priority described under Section 4.02(c)(viii), any
Overcollateralization Increase Amount;
(iii) to pay the holders of Class A Certificates and Class M Certificates, the amount of
any Prepayment Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata
basis based on Prepayment Interest Shortfalls allocated thereto, to the extent not covered by the
Eligible Master Servicing Compensation on that Distribution Date;
(iv) to pay to the holders of the Class A Certificates and Class M Certificates, any
Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with
interest thereon, on a pro rata basis based on unpaid prepayment interest shortfalls previously
allocated thereto;
(v) to pay to the holders of the Class A Certificates, pro rata, based on the Net WAC Cap
Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the
applicable Net WAC Cap Shortfall Carry-Forward Amounts, and then to the Class ▇-▇, ▇▇▇▇▇ ▇-▇,
Class M-3 and Class M-4 Certificates in that order of priority, the amount of any Net WAC Cap
Shortfall Carry-Forward Amounts remaining unpaid as of that Distribution Date;
(vi) to pay to the holders of the Class A Certificates and Class M Certificates, the
amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata
basis based on Relief Act Shortfalls allocated thereto for that Distribution Date;
(vii) to pay to the holders of the Class A-2 Certificates based on the amount of Realized
Losses previously allocated thereto that remain unreimbursed, and then to the Class ▇-▇, ▇▇▇▇▇
▇-▇, Class M-3 and Class M-4 Certificates in that order of priority, the principal portion of any
realized losses previously allocated thereto that remain unreimbursed;
(viii) to pay any Swap Termination Payment Payments owed to the swap counterparty due to a
Swap Counterparty Trigger Event; and
(ix) to pay to the holders of the Class SB Certificates as set forth in clause (c)(xix) of
Section 4.02.
(d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield
Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement
Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of
the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such
Certificateholders, then at the written direction of Residential Funding.
(e) The Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB
Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of
the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB
Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.09(c)(i) through (vii)
to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance
with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of
this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the
meaning of Code Section 860G(a)(1).
(f) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the
Distribution Date in September 2013, the Master Servicer, but at no expense to the Master Servicer, on behalf of
the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient
therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield
Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of
such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to
enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms
as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination
Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this
Section 4.09(f) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as
Excess Cash Flow pursuant to Section 4.02(c) herein to the extent that the Yield Maintenance Agreement Provider
fails to make any payment owed under the Yield Maintenance Agreement, the Master Servicer on behalf of the
Trustee, shall make a demand for such payment under the terms of and in accordance with the Yield Maintenance
Agreement.
Section 4.10. The Swap Agreement.
(a) On the Closing Date, the Supplemental Interest Trust Trustee is hereby directed to (i) establish and
maintain in its name, in trust for the benefit of Class A, Class M, the Supplemental Interest Trust Account and
(ii) for the benefit of the Class A and Class M enter into the Swap Agreement.
(b) The Supplemental Interest Trust Trustee shall deposit in the Supplemental Interest Trust Account all
payments that are payable to the Supplemental Interest Trust under the Swap Agreement. Net Swap Payments and
Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Counterparty Trigger
Event) payable by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the
Swap Counterparty pursuant to the Swap Agreement shall be excluded from the Available Distribution Amount and
payable to the Swap Counterparty prior to any distributions to the Certificateholders. On the second Business Day
prior to each Distribution Date, such amounts will be remitted by the Supplemental Interest Trust Trustee, on
behalf of the Supplemental Interest Trust, to the Supplemental Interest Trust Account for payment to the
Swap Counterparty, first to make any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement
for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Counterparty
Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date. For
federal income tax purposes, such amounts paid to the Supplemental Interest Trust Account on each Distribution
Date shall first be deemed paid to the Supplemental Interest Trust Account in respect of REMIC II Regular
Interest SB-IO to the extent of the amount distributable on such REMIC II Regular Interest SB-IO on such
Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust Account from
the Class IO Distribution Amount (as defined below). Any Swap Termination Payment triggered by a
Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will be subordinated
to distributions to the Holders of the Class A and Class M Certificates and shall be paid as set forth under
Section 4.02.
(c) Net Swap Payments payable by the Swap Counterparty to the Supplemental Interest Trust Trustee on behalf
of the Supplemental Interest Trust pursuant to the Swap Agreement will be deposited by the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On
each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to
distribute to the Certificates in the following order of priority:
(i) as part of the Principal Distribution Amount, to pay to the holders of the
Class A-2 Certificates and Class M Certificates, in the priority described under Section
4.02(c)(viii), in reduction of their Certificate Principal Balances, the principal portion of
realized losses incurred on the Mortgage Loans for the preceding calendar month; provided that,
if the Certificate Principal Balance of the Class A-2 Certificates will be reduced to zero on the
related Distribution Date when the Certificate Principal Balance of the Class A-1 Certificates is
greater than zero, all amounts received by the Supplemental Interest Trust under the Swap
Agreement shall first be paid on such Distribution Date to the Class A-1 Certificates in
reduction of their Certificate Principal Balance until the Overcollateralization Amount is equal
to zero;
(ii) to pay the holders of the Class A Certificates and Class M Certificates as part of
the Principal Distribution Amount, in the priority described under Section 4.02(c)(viii), any
Overcollateralization Increase Amount;
(iii) to pay the holders of Class A Certificates and Class M Certificates, the amount of
any Prepayment Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata
basis based on Prepayment Interest Shortfalls allocated thereto, to the extent not covered by the
Eligible Master Servicing Compensation on that Distribution Date;
(iv) to pay to the holders of the Class A Certificates and Class M Certificates, any
Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with
interest thereon, on a pro rata basis based on unpaid prepayment interest shortfalls previously
allocated thereto;
(v) to pay to the holders of the Class A Certificates, pro rata, based on the Net WAC Cap
Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the
applicable Net WAC Cap Shortfall Carry-Forward Amounts, and then to the Class ▇-▇, ▇▇▇▇▇ ▇-▇,
Class M-3 and Class M-4 Certificates in that order of priority, the amount of any Net WAC Cap
Shortfall Carry-Forward Amounts remaining unpaid as of that Distribution Date;
(vi) to pay to the holders of the Class A Certificates and Class M Certificates, the
amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata
basis based on Relief Act Shortfalls allocated thereto for that Distribution Date;
(vii) to pay to the holders of the Class A-2 Certificates based on the amount of Realized
Losses previously allocated thereto that remain unreimbursed, and then to the Class ▇-▇, ▇▇▇▇▇
▇-▇, Class M-3 and Class M-4 Certificates in that order of priority, the principal portion of any
realized losses previously allocated thereto that remain unreimbursed; and
(viii) to pay to the holders of the Class SB Certificates as set forth in clause (c)(xix) of
Section 4.02.
(d) Subject to Sections 8.01 and 8.02 hereof, the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, agrees to comply with the terms of the Swap Agreement and to enforce the terms and
provisions thereof against the Swap Counterparty at the written direction of the Holders of Class A and Class M
Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the
Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the
written direction of Residential Funding.
(e) The Supplemental Interest Trust Account shall be an Eligible Account. Amounts held in the Supplemental
Interest Trust Account from time to time shall continue to constitute assets of the Trust Fund, but not of any
REMIC, until released from the Supplemental Interest Trust Account pursuant to this Section 4.09. The
Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and is not an asset of any REMIC. The Class SB Certificateholders shall be the
owners of any deposit residual of the Supplemental Interest Trust Account. The Supplemental Interest Trust
Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust
Account. The Supplemental Interest Trust Trustee shall, at the direction of the Master Servicer, invest amounts
on deposit in the Supplemental Interest Trust Account in Permitted Investments. In the absence of written
direction to the Supplemental Interest Trust Trustee from the Master Servicer, all funds in the Supplemental
Interest Trust Account shall remain uninvested. All income and gain realized from any such investment shall be
for the benefit of the Master Servicer and shall be subject to its withdrawal. The amount of any losses incurred
in respect of investment shall be deposited in the Supplemental Interest Trust Account by the Master Servicer.
(f) The Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB
Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of
the Class SB Certificates. Pursuant to each such notional principal contract, the holders of each class of
Certificates (other than the Class SB Certificates and Class R Certificates) shall be treated as having agreed to
pay, on each Distribution Date, to the holder of the Class SB Certificates an aggregate amount equal to the
excess, if any, of (i) the amount payable on such Distribution Date on the REMIC II Regular Interest
corresponding to each such holder's Class of Certificates over (ii) the amount payable hereunder on such holder's
Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). In addition,
pursuant to such notional principal contract, the holder of the Class SB Certificates shall be treated as having
agreed to pay amounts (less any amounts received under the Yield Maintenance Agreement) to the holders of the
Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with Section 4.10(c)
of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of
Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class SB Certificates and
Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received
first by the holders of such Certificates in respect of the REMIC II Regular Interest corresponding to such
Class of Certificates and as then having been paid by such holders to the Supplemental Interest Trust Account
pursuant to the notional principal contract. Thus, each Certificate (other than the Class R Certificates) shall
be treated as representing not only ownership of a regular interest in REMIC II, but also ownership of an
interest in, and obligations with respect to, a notional principal contract.
Section 4.11. Posted Collateral Account
(a) On the Closing Date, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, shall establish and maintain a Posted Collateral Account pursuant to the terms of the Swap Agreements.
(b) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall deposit in
the Posted Collateral Account all collateral posted by the Swap Counterparty pursuant to Paragraph 13(g)(i) of
the credit support annex to Swap Agreement I and Paragraph 13(g)(i) of the credit support annex to Swap Agreement
II and held by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to
the credit support annex to Swap Agreements I and the credit support annex to Swap Agreement II. Assets
deposited into the Posted Collateral Account (i) shall not be commingled or used with any other asset held by the
Supplemental Interest Trust Trustee and (ii) shall not be transferred to any other person or entity except as may
be provided in the Swap Agreements.
(c) The Posted Collateral Account shall be an Eligible Account.
(d) The Posted Collateral Account shall be terminated on the later of the termination date of the Swap
Agreements.
Section 4.12. Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap Termination Payments.
For federal income tax purposes, each holder of a Class A, Class M or Class SB Certificate is deemed to
own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments
received by the Trustee, on behalf of the Trust Fund, pursuant to the Yield Maintenance Agreement and, in the
case of the Class SB Certificates, the obligation to make payments to the Class A Certificates and Class M
Certificates, in respect of the amounts provided in Section 4.09(c) which rights to receive such payments shall
not be attributable to any asset or amount owed by any REMIC created hereunder.
For federal income tax purposes, each holder of a Class A or Class M Certificate is also deemed to own
the right to receive payments described in Section 4.10(c) from the Supplemental Interest Trust (less any amounts
received under the Yield Maintenance Agreement), and the obligation to make payments to the Supplemental Interest
Trust. For federal income tax purposes, the Master Servicer will account for payments to each Class A and Class M
Certificates as follows: each Class A and Class M Certificate will be treated as receiving their entire payment
from REMIC II (regardless of any Swap Termination Payment or obligation under the Swap Agreement) and
subsequently paying their portion of any Swap Termination Payment in respect of each such Class' obligation under
the Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the
Swap Agreement to pay any such Swap Termination Payment (or any Net Swap Payment), will be made by one or more of
the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest
receiving its full payment from any such Class A or Class M Certificate. Resecuritization of any Class A or
Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such
resecuritization.
The REMIC regular interest corresponding to a Class A or Class M Certificate will be entitled to receive
interest and principal payments at the times and in the amounts equal to those made on the certificate to which
it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the
applicable Net WAC Cap Rate determined for federal income tax purposes computed for this purpose by limiting the
base calculation amount of the Swap Agreement to the Stated Principal Balance of the Mortgage Loans and (ii) any
Swap Termination Payment will be treated as being payable solely from Excess Cash Flow. As a result of the
foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a
Class A or Class M Certificate may exceed the actual amount of distributions on the Class A or Class M Certificate.
Section 4.13. Mortgage Insurance Premium Taxes Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of
the Master Servicer, the Mortgage Insurance Premium Taxes Reserve Fund. In addition, on the Closing Date, the
Trustee shall deposit into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage Insurance Premium Taxes
Reserve Fund Deposit. No later than two business days prior to each Distribution Date, the Master Servicer shall
notify the Trustee and, consistent with directions the Master Servicer provides the Trustee for the Distribution
Date, to the extent required, the Trustee shall make withdrawals from the Mortgage Insurance Premium Taxes
Reserve Fund and use the amounts in the Mortgage Insurance Premium Taxes Reserve Fund solely to pay to the
Mortgage Insurance Policy Provider any taxes then due and owing on such Distribution Date in connection with any
Premium paid under the MI Policy related to Mortgage Loans in the States of Kentucky or West Virginia. Upon
receipt of notice by the Trustee from the Master Servicer of a notification that the MI Policy no longer covers
any Mortgage Loans in the State of Kentucky or West Virginia, the Trustee shall withdraw from the Mortgage
Insurance Premium Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them to the holder
of the Mortgage Insurance Premium Reserve Fund Residual Right.
(b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an Eligible Account. Amounts held in the
Mortgage Insurance Premium Taxes Reserve Fund from time to time shall continue to constitute assets of the Trust
Fund, but not of the REMICs, until released from the Mortgage Insurance Premium Taxes Reserve Fund pursuant to
this Section 4.13. The Mortgage Insurance Premium Taxes Reserve Fund constitutes an outside reserve fund within
the meaning of Treasury Regulation 1.860G-2(h) and is not an asset of the REMICs. Residential Funding shall be
the owner of the Mortgage Insurance Premium Taxes Reserve Fund, including the income from investment thereof. The
Trustee shall keep records that accurately reflect the amounts on deposit in the Mortgage Insurance Premium Taxes
Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the
Mortgage Insurance Premium Taxes Reserve Fund in Permitted Investments. In the absence of written direction to
the Trustee from the Master Servicer, all funds in the Mortgage Insurance Premium Taxes Reserve Fund shall remain
uninvested.
(c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall be Residential Funding.
Residential Funding, as the owner of the Mortgage Insurance Premium Taxes Reserve Fund, also shall own the
Mortgage Insurance Premium Taxes Reserve Fund Residual Right.
Section 4.14. Derivative Contracts.
(a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter
into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract
shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether
any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 4.14. Any acquisition
of a Derivative Contract shall be accompanied by an appropriate amendment to this Agreement, including an Opinion
of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to the effect that the existence
of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under
ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 72
Fed. Reg. 14674 (March 20, 2007), to the Holders of the Class A Certificates or the Class M Certificates, as of
the date the Derivative Contract is acquired by the Trustee; or (ii) the consent of each holder of a Class A
Certificate or Class M Certificate to the acquisition of such Derivative Contract. All collections, proceeds and
other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be distributed
to the Class SB Certificates on the Distribution Date following receipt thereof by the Trustee. In no event shall
such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such
instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-trusts.
The assets of one such sub-trust shall consist of all the assets of the Trust Fund other than such instrument and
the assets of the other sub-trust shall consist solely of such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i)
be without recourse to the assets of the Trust Fund, (ii) contain a non-petition covenant provision from the
Derivative Counterparty, (iii) limit payment dates thereunder to Distribution Dates and (iv) contain a provision
limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to
funds available therefor in the Certificate Account to make payments to the Holders of the Class SB Certificates
on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative
Counterparty thereunder to the Certificate Account at least one Business Day prior to the related Distribution
Date, (ii) contain an assignment of all of the Trust Fund's rights (but none of its obligations) under such
Derivative Contract to the Trustee on behalf the Class SB Certificates and shall include an express consent of
the Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of
Default, such Derivative Contract shall terminate upon the direction of a majority Percentage Interest of the
Class SB Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off" or "netting" other
obligations of the Trust Fund and its Affiliates against such Derivative Counterparty's payment obligations
thereunder.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class SB and Class R Certificates shall be substantially in the forms set forth in
Exhibits A, B, C, D and E, respectively, and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt
by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Class A and Class M-1,
Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess
thereof. The Class M-2, Class M-3 and Class M-4 Certificates shall be issuable in minimum dollar denominations of
$250,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in
registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess
thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum
percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one
Class R Certificate of each Class will be issuable to the REMIC Administrator as "tax matters person" pursuant to
Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%. The
Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
(b) The Class A and Class M Certificates shall initially be issued as one or more Certificates registered in
the name of the Depository or its nominee and, except as provided below, registration of such Certificates may
not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their
respective Ownership Interests in and to each such Class A and Class M Certificate through the book-entry
facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests
in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the
Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms
for which it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of
payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for
the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with
respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made
with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection
with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of
such record date.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially
adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner
shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository
Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest
in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon
receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such
instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance
being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and
delivery instructions for the Definitive Certificates and any other information reasonably required by the
Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by
the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery instructions provided by the
Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the
reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the
Definitive Certificates.
If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able
to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified
successor or (ii) the Depositor notifies the Depository of its intent to terminate the book-entry system and,
upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial
interest in the Book-Entry Certificates agree to initiate such termination, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Depositor, the Master
Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of any instruction required under this Section and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates,
the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial
Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such
laws may be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee, in
accordance with the provisions of Section 8.12, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee
maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in the name of the designated Transferee or Transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB or Class R Certificate shall be made unless
such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with
said Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of a
Class SB or Class R Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee
shall require a written Opinion of Counsel addressed to and acceptable to and in form and substance satisfactory
to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the
Master Servicer, and (ii) the Trustee shall require the Transferee to execute a representation letter,
substantially in the form of Exhibit J hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit K hereto, each acceptable to and in form and
substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund,
the Depositor or the Master Servicer. In lieu of the requirements set forth in the preceding sentence, transfers
of Class SB or Class R Certificates may be made in accordance with this Section 5.02(d) if the prospective
Transferee of such a Certificate provides the Trustee and the Master Servicer with an investment letter
substantially in the form of Exhibit O attached hereto, which investment letter shall not be an expense of the
Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such
Transferee (i) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the
accounts of other "qualified institutional buyers" as defined under Rule 144A, and (ii) is aware that the
proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided
by Rule 144A. The Holder of a Class SB or Class R Certificate desiring to effect any transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and
the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and state laws and this Agreement.
(e) (i) In the case of any Class A-2 Certificate, Class M Certificate, Class SB Certificate or Class R
Certificate presented for registration in the name of any Person, either (A) the Trustee shall require an Opinion
of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase and holding of such Class A-2, Class M, Class SB or Class R Certificate
is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and
will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer,
or (B) the prospective Transferee shall be required to provide the Trustee, the Depositor and the Master Servicer
with a certification to the effect set forth in Exhibit J (with respect to a Class SB Certificate), in paragraph
fifteen of Exhibit I-1 (with respect to a Class R Certificate) or in Exhibit Q (with respect to a Class A-2 or
Class M Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other
certifications as the Trustee may deem desirable or necessary in order to establish that such Transferee or the
Person in whose name such registration is requested either (a) is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or
any Person (including, without limitation, an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any ERISA Plan) who is using "plan assets," within the meaning of the
U.S. Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101, as modified by Section 3(42) of ERISA,
of any Plan (each, an "ERISA Plan Investor") to effect such acquisition or (b) in the case of any Class A-2 or
Class M Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii)
the source of funds used to purchase or hold such Certificate (or any interest therein) is an "insurance company
general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(ii) As of any date prior to the termination of the Swap Agreement, any Transferee of a Class A-1
Certificate will be deemed to have represented by virtue of its purchase and holding of such Certificate (or any
interest therein) that either (a) such Transferee is not an ERISA Plan or an ERISA Plan Investor or (b) its
acquisition of such Certificate and the right to receive (and its receipt of) payments from the Supplemental
Interest Trust are eligible for exemptive relief available under at least one of ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇
91-38, PTCE 95-60 or PTCE 96-23 or other applicable exemption, including Section 408(b)(17) of ERISA.
(iii) As of any date after the termination of the Swap Agreement, any Transferee of a Class A-1
Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or any
interest therein) that either (a) such Transferee is not an ERISA Plan or an ERISA Plan Investor, (b) it has
acquired and is holding such Certificate in reliance on U.S. Department of Labor Prohibited Transaction Exemption
("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as most recently amended by PTE 2007-5, 72 Fed. Reg. 14674
(March 20, 2007) (the "RFC Exemption"), and that it understands that there are certain conditions to the
availability of the RFC Exemption including that such Certificate must be rated, at the time of purchase, not
lower than "AA-" (or its equivalent) by Standard & Poor's, Moody's, Fitch, DBRS Limited or DBRS, Inc. or (c) such
Transferee is a Complying Insurance Company.
(iv) If any Class A-1 Certificate (or any interest therein) is acquired or held by any Person that
does not satisfy the conditions described in paragraphs (ii) and (iii) above, then the last preceding Transferee
that either (x) is not an ERISA Plan or an ERISA Plan Investor, (y) after the termination of the Swap Agreement,
acquired such Certificate in compliance with the RFC Exemption or (z) is a Complying Insurance Company shall be
restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive
to the date of such Transfer of such Certificate. The Trustee shall be under no liability to any Person for
making any payments due on such Certificate to such preceding Transferee.
(v) Any purported Certificate Owner whose acquisition or holding of any Class A-1 Certificate (or
any interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and the Trust
Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of
such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee under clause (iii) (A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any mandatory sale under
clause (iii) (B) below and to execute all instruments of transfer and to do all other things necessary in
connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of,
(1) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest
in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by them, and
(2) a certificate, in the form attached hereto as Exhibit I-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among
other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B)
above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership
Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a
Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee shall register the Transfer of any Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit I-2 and all of such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R Certificate. If a transfer of a Class
R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of
a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on
such Certificate to the holder thereof or for taking any other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in
this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii) (A) above shall be invalid, illegal or unenforceable, then
the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as
the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master
Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if
any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii) (B) shall be determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a
result of its exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the
Trustee, all information necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and certain Persons as described in
Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership,
trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a
Class R Certificate having as among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be required by the Master Servicer
from such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of the
Class A Certificates and Class M Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel, in
form and substance satisfactory to the Master Servicer, to the effect that such modification, addition to or
absence of such provisions will not cause any REMIC created hereunder to cease to qualify as a REMIC and will
not cause (x) any REMIC created hereunder to be subject to an entity-level tax caused by the Transfer of any
Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master
Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the definition of "Certificateholder" and neither the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Master
Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as provided
in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient
to make the payments to Certificateholders in the amounts and in the manner provided for in Section 4.02, such
sum to be held in trust for the benefit of Certificateholders. The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that
such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to
the Certificateholders on the date of receipt by such Paying Agent.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or 10.01 to assume any obligations of
the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(a) The Depositor and the Master Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a
party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor
of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; and provided further that each Rating
Agency's ratings, if any, of the Class A Certificates and Class M Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer
may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf
of ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, is reasonably satisfactory to the Trustee and the Depositor, is willing to service
the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance
reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the Master
Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates
that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced
or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and
obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence. This Section 6.02 shall not apply to any
sale, transfer, pledge or assignment by Residential Funding of the Call Rights.
(d) The conversion of Residential Funding Company, LLC's or Residential Asset Mortgage Products,
Inc.'s structure from a Delaware corporation to a limited liability company shall not require the consent of any
party or notice to any party and shall not in any way affect the rights or obligations of Residential Funding
Company, LLC or Residential Asset Mortgage Products, Inc. hereunder.
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.
None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the
Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
or any such Person against any breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and
any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or
the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement
and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the
Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may
deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and,
on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be
allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as
if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of
the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning
party) to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective
until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following events (whatever reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of
any Class any distribution required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the Depositor or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, the Depositor
and the Trustee by the Holders of Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, by
notice in writing to the Master Servicer (and to the Depositor), terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder; provided, however, that a successor to the Master Servicer is
appointed pursuant to Section 7.02 and such successor Master Servicer shall have accepted the duties of Master
Servicer effective upon the resignation of the Master Servicer. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Depositor, immediately terminate
all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b).
On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee as successor
Master Servicer or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete
the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its designee
for administration by it of all cash amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall
release the Master Servicer for any liability that it would otherwise have hereunder for any act or omission
prior to the effective time of such termination. Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall be entitled to receive, out of
any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice terminating
Residential Funding's rights and obligations as Master Servicer hereunder and received after such notice, that
portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) in
respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master
Servicer hereunder the Depositor shall deliver to the Trustee as successor Master Servicer a copy of the Program
Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or
resigns in accordance with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's
consent a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all
respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02
and 2.03(a), excluding the duty to notify related Subservicers as set forth in such Sections, and its obligations
to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms and
provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the
preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a
default by the Trustee hereunder as successor Master Servicer. As compensation therefor, the Trustee as successor
Master Servicer shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would
have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made
with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so
act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance
institution, which is also a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac-approved mortgage servicing institution, having a net
worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of
a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee as
successor Master Servicer may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. The Master Servicer shall pay the reasonable expenses of the Trustee in connection with any
servicing transfer hereunder.
(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the
successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents
and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of
such Mortgage Loan on the MERS(R)System to the successor Master Servicer. The predecessor Master Servicer shall
file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master
Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs
of filing any assignments of Mortgage that may be required under this subsection (b). The Successor Master
Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the
original with evidence of recording thereon or a copy certified by the public recording office in which such
assignment was recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give
prompt written notice thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all
Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or
Event of Default hereunder may waive any default or Event of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a
default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform
to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive
satisfactorily corrected documents in a timely fashion. The Trustee shall forward or cause to be forwarded or
make available electronically on its website in a timely fashion the notices, reports and statements required to
be forwarded by the Trustee pursuant to Sections 4.03, 7.03, and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time
for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as to maintain the status of each REMIC created
hereunder as a REMIC under the REMIC Provisions (subject to Section 10.01(f)) and to prevent the imposition of
any federal, state or local income, prohibited transaction (except as provided in Section 2.04 herein),
contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes
are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of
Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee by the Depositor or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less than 25% of the affected Classes
as to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the
Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii) ,
(iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the
Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or
any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee
to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or
in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local
taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code
and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence
or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such Opinion of Counsel;
(iii) The Trustee, or Supplemental Interest Trust Trustee, as applicable, shall be under no obligation to
exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, the Yield Maintenance Agreement or the
Swap Agreement unless such Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default
which may have occurred, the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested in writing to do so by the
Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts
of such agents or attorneys. The Trustee shall not be liable for any actions of the Custodian so long
as the Custodian is unaffiliated with the Trustee;
(vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax
Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as
determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or
omissions; and
(b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee
shall not accept any contribution of assets to the Trust Fund unless in accordance with Section 10.01(f)) it
shall have obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not
(i) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any federal tax as a result of such contribution
(including the imposition of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution of the Certificates and
relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor
or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed and authenticated by it as Certificate
Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R)System. Except as otherwise
provided herein, the Trustee shall not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Custodial Account or the Certificate Account by the Depositor or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee or the Supplemental Interest Trust
Trustee, as the case may be, and any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the
Trustee and any co-trustee, and the Master Servicer shall pay or reimburse the Trustee and any co-trustee upon
request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any co-trustee
in accordance with any of the provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in its employ, and the expenses
incurred by the Trustee or any co-trustee in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee or the Supplemental Interest Trust Trustee, as the
case may be, for, and to hold the Trustee or the Supplemental Interest Trust Trustee, as the case may be,
harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part,
arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection
with the exercise or performance of any of its powers or duties under this Agreement or the Yield Maintenance
Agreement or the Swap Agreement, and the Master Servicer further agrees to indemnify the Trustee or the
Supplemental Interest Trust Trustee, as the case may be, for, and to hold the Trustee harmless or the
Supplemental Interest Trust Trustee, as the case may be, against, any loss, liability or expense arising out of,
or in connection with, the provisions set forth in the second paragraph of Section 2.01(a) hereof, including,
without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of
investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to
the provisions of such paragraph, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred
in connection with any actions taken by the Trustee at the direction of Certificateholders pursuant to
the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking association or a New York banking
corporation having its principal office in a state and city acceptable to the Depositor and organized and doing
business under the laws of such state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such corporation or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the giving of such notice of
resignation then the resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the
Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to
Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the Depositor) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of
clause (ii) above, other than any failure to comply with the provisions of Article XII, in which case no notice or
grace period shall be applicable) after the date on which written notice of such failure, requiring that the same
be remedied, shall have been given to the Trustee by the Depositor, then the Depositor may remove the Trustee and
appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection
with the appointment of a successor trustee pursuant to the preceding sentence, the Depositor shall, on or before
the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation
that the appointment of any such successor trustee will not result in the reduction of the ratings on any Class
of the Certificates below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in this Section 8.08 shall execute, acknowledge and deliver
to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor,
the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee
all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall
mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense
of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking
association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation or national banking association shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the
time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as
the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of
Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s)
or separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts
shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Depositor, or shall, at the direction
of the Master Servicer and the Depositor, appoint one or more custodians who are not Affiliates of the Depositor
or the Master Servicer to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into
a Custodial Agreement. The Trustee is hereby directed to enter into Custodial Agreement with ▇▇▇▇▇ Fargo Bank,
N.A. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with
respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for
the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement with
respect to the Custodial Files may be amended only as provided in Section 11.01. The Trustee shall notify the
Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing
Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency where Certificates may be surrendered for registration of
transfer or exchange. The Trustee initially designates its offices located at Global Securities and Trust
Services, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address stated in Section 11.05 hereof where notices and
demands to or upon the Trustee in respect of this Agreement may be served.
Section 8.13. DTC Letter of Representations.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on
behalf of the Trust Fund in accordance with the terms thereof and hereof and in its capacity as agent thereunder.
Section 8.14. Yield Maintenance Agreement and Swap Agreement.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Yield
Maintenance Agreement on behalf of the Trust Fund. The Supplemental Interest Trust Trustee is hereby authorized
and directed to, and agrees that it shall, enter into the Swap Agreement on behalf of the Supplemental Interest
Trust
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by Residential Funding or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master
Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the
Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or its designee of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market
value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than such unpaid principal balance) (net
of unreimbursed Advances attributable to principal) on the day of repurchase, plus unpaid accrued
interest thereon at the Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) from the Due Date to which interest was last paid by the Mortgagor to, but not including,
the first day of the month in which such repurchase price is distributed plus any Swap Termination
Payment payable to the Swap Counterparty then remaining unpaid or which is due to the exercise of such
option plus the amount of any accrued and unpaid Servicing Fees, unreimbursed advances and Servicing
Advances, in each case through the date of such option; provided, however, that in no event shall the
trust created hereby continue beyond the earlier of (i) the Maturity Date or (ii) the expiration of 21
years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador
of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof; and provided further, that
the purchase price set forth above shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The purchase price paid
by the Master Servicer or its designee shall also include any amounts owed by the Master Servicer or its
designee pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any
liability, penalty or expense that resulted from a breach of the representation and warranty set forth
in clause (bb) of such Section, that remain unpaid on the date of such purchase.
The right of the Master Servicer or its designee to purchase all the assets of the Trust Fund relating
to the Mortgage Loans, pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on
or after the Optional Termination Date. If such right is exercised by the Master Servicer or its designee, the
Master Servicer shall be entitled to reimbursement for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans being purchased, pursuant to Section 3.10. In addition, the Master
Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and the
Custodian shall, promptly following payment of the purchase price, release to the Master Servicer or its designee
the Mortgage Files pertaining to the Mortgage Loans being purchased.
In addition, on any Distribution Date on or after the Optional Termination Date, the Master Servicer or
its designee shall have the right, at its option or at the option of its designee, respectively, to purchase all
of the Certificates in whole, but not in part, at a price equal to the aggregate outstanding Certificate
Principal Balance of the Certificates, plus one month's Accrued Certificate Interest on the Certificates, any
previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls previously allocated
thereto, and any Swap Termination Payments to be paid to the Swap Counterparty by the Supplemental Interest
Trustee on behalf of the Supplemental Interest Trust, then remaining unpaid or which is due to the exercise of
such option.
(b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date
on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether
as a result of the exercise by the Master Servicer or its designee of its right to purchase the assets of the
Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender
their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if the Master Servicer or its designee is exercising its right to purchase the assets of
the Trust Fund), or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than
the 15th day and not later than the 25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment
will be made only upon presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified.
If the Master Servicer or the Trustee is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer, the Master Servicer or its designee shall deposit in the
Custodial Account before the Final Distribution Date in immediately available funds an amount equal to the
purchase price for the assets of the Trust Fund computed as above provided. The Master Servicer shall provide to
the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable.
If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall
promptly mail notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall
distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so
repurchase, an amount equal to the outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest
and any unpaid Prepayment Interest Shortfall previously allocated thereto.
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and
credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if the Master Servicer or its designee exercised its
right to purchase the Mortgage Loans), or the Trustee (in any other case) shall give a second written notice to
the remaining Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining the Escrow Account and of contacting Certificateholders shall be paid out of the assets which remain
in the Escrow Account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the
holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No
interest shall accrue or be payable to any Certificateholder on any amount held in the Escrow Account or by the
Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer
for such payment.
All rights of the Master Servicer or its designee to purchase the assets of the Trust Fund, or to purchase
specified classes of Certificates, as set forth in Section 9.01(a) are referred to in this Agreement as the "Call
Rights". Notwithstanding any other provision of this Agreement, the Master Servicer or its designee shall have
the right to sell, transfer, pledge or otherwise assign the Call Rights at any time to any Person. Upon written
notice by the Master Servicer or its designee to the Trustee and the Master Servicer of any such assignment of
the Call Rights to any assignee, the Trustee and the Master Servicer shall be obligated to recognize such
assignee as the holder of the Call Rights. Such entity, if not the Master Servicer or its designee or an
affiliate, shall be deemed to represent, at the time of such sale, transfer, pledge or other assignment, that one
of the following will be, and at the time the Call Right is exercised is, true and correct: (i) the exercise of
such Call Right shall not result in a non-exempt prohibited transaction under section 406 of ERISA or section
4975 of the Code (including by reason of U.S. Department of Labor ("DOL") Prohibited Transaction Class Exemption
("PTCE") 75-1 (Part I), 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable exemption) or (ii) such entity is
(A) not a party in interest under section 3(14) of ERISA or a disqualified person under section 4975(e)(2) of the
Code with respect to any employee benefit plan subject to section 3(3) of ERISA or any plan subject to section
4975 of the Code (other than an employee benefit plan or plan sponsored or maintained by the entity, provided
that no assets of such employee benefit plan or plan are invested or deemed to be invested in the Certificates)
and (B) not a "benefit plan investor" as described in DOL regulation section 2510.3-101(f)(2) and modified by
Section 3(42) of ERISA. If any such assignee of the Call Right is unable to exercise such Call Right by reason of
the preceding sentence, then the Call Right shall revert to the immediately preceding assignor of such Call Right
subject to the rights of any secured party therein.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following
additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created
hereunder, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the
imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or
(ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, and
specify the first day of such period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for each of REMIC I and REMIC II under Section 860F of the Code
and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and,
at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or
otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof;
and
(iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date,
purchase all of the assets of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master
Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I and REMIC II at the
expense of the Trust Fund in accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of REMIC I and REMIC II as a REMIC under
the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the Certificates are issued. The REMIC I
Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be
designated as the sole class of "residual interests" in REMIC I. The REMIC II Regular Interests shall be
designated as the "regular interests" and the Class R-II Certificates shall be designated as the sole class of
"residual interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in REMIC I and REMIC II other than the REMIC I
Regular Interests, the REMIC II Regular Interests and the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC within the meaning of
Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage
Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with
respect to each of REMIC I and REMIC II in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on
behalf of each of REMIC I and REMIC II in relation to any tax matter or controversy involving the Trust Fund and
(ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority with respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such
legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or
gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC
Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to
exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines
are required with respect to the REMICs created hereunder and deliver such Tax Returns in a timely manner to the
Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such
returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from
the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall
promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time
request for the purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as
is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who
is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount, if any, and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve
as the representative of each REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC
created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions (and the Trustee shall assist the
Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically set forth herein, the Master
Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective
control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or
not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or
(ii) with the exception of actions taken in connection with Section 4.08 hereof, resulting in the imposition of a
tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master Servicer, the
REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the
Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC Administrator or
both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition
of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not
be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, or may only
be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action
may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such
action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action or inaction, as the case may be. In addition, prior to taking any action with respect to the Trust
Fund or its assets, or causing the Trust Fund to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee shall consult with the Master Servicer or the REMIC Administrator, as
applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the Trust Fund and the Trustee shall not take any such action or cause the Trust Fund to
take any such action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator, as applicable,
may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer
or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the Startup Date therefor pursuant to
Section 860G(d) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer in its role as Master Servicer or REMIC Administrator of any of its obligations
under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any
of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account
as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to
each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee shall accept any contributions
of assets to any REMIC unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that
the inclusion of such assets in any REMIC will not cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any
arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit
any REMIC created hereunder to receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible
maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is
September 25, 2037, which is the Distribution Date in the month following the last scheduled payment on any
Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including
but not limited to, the acquisition or sale of a Mortgaged Property acquired by any REMIC pursuant to Article IX
of this Agreement or (ii) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the
Certificate Account for gain, or accept any contributions to any REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC or (b) unless the Master Servicer has determined
in its sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions. The Trustee shall treat the
Mortgage Insurance Premium Taxes Reserve Fund as an outside reserve fund within the meaning of Treasury
Regulation 1.860G-2(h).
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Master
Servicer for any taxes and costs including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X. In the event that Residential Funding is no longer the
Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by Residential Funding as a result of a breach
of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee, as a result of a breach of the
REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed
to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator
by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the
Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the REMIC Administrator or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the
REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer and the Trustee, without the consent of any of the Certificateholders (but with the consent of the Swap
Counterparty if the amendment is with respect to Section 4.10, Section 4.02(c)(xviii), section 4.09(c)(viii) or
Section 11.10):
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable
to maintain the qualification of any REMIC created hereunder as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or
to change the name in which the Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof
restricting transfer of the Class R Certificates by virtue of their being the "residual interests" in
the Trust Fund provided that (A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
and (B) such change shall not, as evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a federal tax caused by a transfer to a
Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which are required to be
distributed on any Certificate without the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment is permitted under this Agreement and that such amendment or
the exercise of any power granted to the Master Servicer, the Depositor or the Trustee in accordance with such
amendment will not result in the imposition of a federal tax on the Trust Fund or cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. The Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and
immunities and this Agreement or otherwise; provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of
the Class R Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class R Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in any REMIC. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of such REMIC, (ii) any such reserve fund shall be owned by the Depositor,
and (iii) amounts transferred by such REMIC to any such reserve fund shall be treated as amounts distributed by
such REMIC to the Depositor or any successor, all within the meaning of Treasury regulations Section 1.860G-2(h).
In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be
modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument
or fund or the establishment or administration thereof, such amendment to be made by written instrument executed
or consented to by the Depositor and such related insurer but without the consent of any Certificateholder and
without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose
any additional obligation on, or otherwise adversely affect the interests of the Certificateholders, the Master
Servicer or the Trustee, as applicable; provided that the Depositor obtains an Opinion of Counsel (which need not
be an opinion of Independent counsel) to the effect that any such amendment will not cause (a) any federal tax to
be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the
Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Depositor elects to provide such coverage in the form of a limited guaranty
provided by General Motors Acceptance Corporation, the Depositor may elect that the text of such amendment to
this Agreement shall be substantially in the form attached hereto as Exhibit L (in which case Residential
Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto
as Exhibit M, with such changes as the Depositor shall deem to be appropriate; it being understood that the
Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of the Holders of Certificates entitled to at least 25% of the Voting Rights),
but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and
for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection
and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws, without regard to the conflict of laws principles thereof, other than Sections 5-1401
and 5-1402 of the New York General Obligations Law.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to (a) in the case of the Depositor, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President (RAMP), or such other address as
may hereafter be furnished to the Master Servicer and the Trustee in writing by the Depositor; (b) in the case of
the Master Servicer, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Bond Administration or
such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, Global Securities and Trust Services, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Structured Finance/RAAC Series 2007-SP3 or such other address as may hereafter be
furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard &
Poor's, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Mortgage Surveillance or such other address as may be
hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ABS Monitoring Department, or such other address
as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Moody's; and
(f) in the case of the Mortgage Insurance Policy Provider, Mortgage Guaranty Insurance Corporation, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Consumer Asset-Backed Securities Group or such other
address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by the
Mortgage Insurance Policy Provider; and (h) in the case of the Mortgage Insurance Co-Trustee, ▇.▇. ▇▇▇▇▇▇ Trust
Company, National Association, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other address
as may be hereafter furnished to the Depositor, the Trustee, the Master Servicer and the Mortgage Insurance
Policy Provider in writing by the Mortgage Insurance Co-Trustee. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown
in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, (a) shall notify each Rating Agency at
such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the
events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below, (b) shall notify the Subservicer at
such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the
events described in clause (a), (b), (c)(1), (g)(1) or (i) below, or (c) provide a copy to each Rating Agency at
such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) (1) the termination or appointment of a successor Master Servicer or (2) the termination or appointment
of a successor Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation or modification of coverage under 152 any such
instrument,
(e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to
Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) (1) a change in the location of the Custodial Account or (2) a change in the location of the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting
from the failure by the Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or
(h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of
any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a separate Article hereto (a
"Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of
any such Class, as to which the Depositor or any of its Affiliates (or any designee thereof) is the registered
Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized Certificates into a new
REMIC, grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a
Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the
Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their
consent thereto if their respective interests would not be materially adversely affected thereby. To the extent
that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of
the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the
holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the
issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In connection with each Supplemental
Article, the Depositor shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor trust or other entity not subject to taxation for federal
income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of any REMIC
created hereunder as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transaction as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC as set forth in Section 860G(d) of the Code.
Section 11.09. [Reserved].
Section 11.10. Third Party Beneficiaries.
The Swap Counterparty is an express third party beneficiary of the Agreement, and shall have the right
to enforce the related provisions of the Agreement as if it were a party hereto.
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01. Intent of Parties; Reasonableness.
The Depositor, the Trustee and the Master Servicer acknowledge and agree that the purpose of
this Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the
Securities Act and the Exchange Act. Each of the Master Servicer and the Trustee acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets,
advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each
of the Master Servicer and the Trustee shall cooperate reasonably with the Depositor to deliver to the Depositor
(including any of its assignees or designees), any and all disclosure, statements, reports, certifications,
records and any other information necessary in the reasonable, good faith determination of the Depositor to
permit the Depositor to comply with the provisions of Regulation AB.
Section 12.02. Additional Representations and Warranties of the Trustee.
(a) The Trustee shall be deemed to represent to the Depositor as of the Closing Date and
on each date on which information is provided to the Depositor under Sections 12.01, 12.02(b) or 12.03 that,
except as disclosed in writing to the Depositor prior to such date: (i) it is not aware and has not received
notice that any default, early amortization or other performance triggering event has occurred as to any other
Securitization Transaction due to any default of the Trustee; (ii) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its trustee obligations under
this Agreement or any other Securitization Transaction as to which it is the trustee; (iii) there are no material
legal or governmental proceedings pending (or known to be contemplated) against it that would be material to
Certificateholders; (iv) there are no relationships or transactions relating to the Trustee with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or
support provider or other material transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by the Depositor to the Trustee in
writing as of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of business or
on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from
the Securitization Transaction, and that are material to the investors' understanding of the Certificates; and
(v) the Trustee is not an affiliate of any Transaction Party. The Depositor shall notify the Trustee of any
change in the identity of a Transaction Party after the Closing Date.
(b) If so requested by the Depositor on any date following the Closing Date, the Trustee
shall, within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not
accurate as of the date of such confirmation, provide the pertinent facts, in writing, to the Depositor. Any
such request from the Depositor shall not be given more than once each calendar quarter, unless the Depositor
shall have a reasonable basis for a determination that any of the representations and warranties may not be
accurate.
Section 12.03. Information to be Provided by the Trustee.
For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor's
reporting obligation under the Exchange Act with respect to any Class of Certificates, the Trustee shall provide
to the Depositor a written description of (a) any litigation or governmental proceedings pending against the
Trustee as of the last day of each calendar month that would be material to Certificateholders, and (b) any
affiliations or relationships (as described in Item 1119 of Regulation AB) that develop following the Closing
Date between the Trustee and any Transaction Party of the type described in Section 12.02(a)(iv) or 12.02(a)(v)
as of the last day of each calendar year. Any descriptions required with respect to legal proceedings, as well
as updates to previously provided descriptions, under this Section 12.03 shall be given no later than five
Business Days prior to the Determination Date following the month in which the relevant event occurs, and any
notices and descriptions required with respect to affiliations, as well as updates to previously provided
descriptions, under this Section 12.03 shall be given no later than January 31 of the calendar year following the
year in which the relevant event occurs. As of the date the Depositor or Master Servicer files each Report on
Form 10-D and Report on Form 10-K with respect to the Certificates, the Trustee will be deemed to represent that
any information previously provided under this Article XII is materially correct and does not have any material
omissions unless the Trustee has provided an update to such information. The Depositor will allow the Trustee to
review any disclosure relating to material litigation against the Trustee prior to filing such disclosure with
the Commission to the extent the Depositor changes the information provided by the Trustee.
Section 12.04. Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Trustee shall:
(a) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor)
regarding the Trustee's assessment of compliance with the applicable Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Depositor and signed by an authorized officer of the
Trustee, and shall address each of the Servicing Criteria specified on Exhibit V hereto; and
(b) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the
Depositor that attests to, and reports on, the assessment of compliance made by the Trustee and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act.
Section 12.05. Indemnification; Remedies.
(a) The Trustee shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer and each
broker dealer acting as underwriter, placement agent or Initial Purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act) and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained
in any information, report, certification, accountants' attestation or other material provided under this Article
XII by or on behalf of the Trustee (collectively, the "Trustee Information"), or (B) the omission or alleged
omission to state in the Trustee Information a material fact required to be stated in the Trustee Information or
necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Trustee Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Trustee Information or any portion thereof is presented
together with or separately from such other information; or
(ii) any failure by the Trustee to deliver any information, report, certification,
or other material when and as required under this Article XII, other than a failure by the Trustee to deliver the
accountants' attestation;
(b) In the case of any failure of performance described in clause (ii) of Section 12.05(a), the Trustee
shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain
the information, report, certification, accountants' attestation or other material not delivered as required by
the Trustee and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
(c) The Depositor and the Master Servicer shall indemnify the Trustee, each affiliate of the Trustee or each
Person who controls the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the respective present and former directors, officers, employees and agents of the Trustee,
and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon (i) any untrue statement of a material fact contained or alleged to be
contained in any information provided under this Agreement by or on behalf of the Depositor or Master Servicer
for inclusion in any report filed with Commission under the Exchange Act (collectively, the "RFC Information"),
or (ii) the omission or alleged omission to state in the RFC Information a material fact required to be stated in
the RFC Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (ii) of this paragraph shall
be construed solely by reference to the RFC Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether the RFC Information or any portion
thereof is presented together with or separately from such other information.
[SIGNATURE PAGE FOLLOWS]
9142582 07116303 Pooling and Servicing Agreement
RAAC Series 2007-SP3
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING COMPANY, LLC
Attest: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Associate Title: Associate
[Seal] LASALLE BANK NATIONAL ASSOCIATION
as Trustee and Supplemental Interest Trust Trustee
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trust Officer Title: Vice President
9142582 07116303 Pooling and Servicing Agreement
RAAC Series ▇▇▇▇-▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ )
) ss.:
COUNTY OF HENNEPIN )
On the _9th____ day of ____October_______ 2007 before me, a notary public in and for said
State, personally appeared ▇▇▇ ▇▇▇▇▇▇▇▇, known to me to be a Vice President of Residential Asset Mortgage
Products, Inc., one of the corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____9th____ day of ____October_______, 2007 before me, a notary public in and for said
State, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, known to me to be an Associate of Residential Funding Company, LLC,
one of the limited liability companies that executed the within instrument, and also known to me to be the person
who executed it on behalf of said limited liability company, and acknowledged to me that such limited liability
company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
[Notarial Seal]
STATE OF ILLINOIS
) ss.:
COUNTY OF ▇▇▇▇ )
On the ____9th_____ day of __October_________, 2007 before me, a notary public in and for said
State, personally appeared ______Susan L. Feld____________________, known to me to be _______Vice
President_______________________________ of LaSalle Bank National Association, a national banking association,
that executed the within instrument, and also known to me to be the person who executed it on behalf of said
banking association and acknowledged to me that such banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
Notary Public
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[AS OF ANY DATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF A CLASS A CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST
HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 AS AMENDED ("ERISA"), OR SECTION
4975 OF THE CODE (EACH, AN "ERISA PLAN"), OR ANY PERSON (INCLUDING, WITHOUT LIMITATION, AN INVESTMENT MANAGER, A
NAMED FIDUCIARY OR A TRUSTEE OF ANY ERISA PLAN) WHO IS USING PLAN ASSETS, WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R.ss.2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OF
ANY ERISA PLAN (EACH, AN "ERISA PLAN INVESTOR") TO EFFECT SUCH ACQUISITION OR (B) ITS ACQUISITION OF SUCH
CERTIFICATE AND THE RIGHT TO RECEIVE (AND ITS RECEIPT OF) PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST ARE
ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇▇ ▇▇ ▇▇▇▇ 96-23 OR OTHER APPLICABLE EXEMPTION, INCLUDING SECTION
408(b)(17) OF ERISA.
AS OF ANY DATE AFTER THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF A CLASS A CERTIFICATE WILL
BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT AN ERISA PLAN OR AN ERISA PLAN INVESTOR, (B) IT HAS ACQUIRED AND IS
HOLDING SUCH CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS MOST RECENTLY AMENDED BY PTE 2007-5, 72 FED. REG. 14674 (MARCH 20, 2007)
(THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC
EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "AA-" (OR ITS
EQUIVALENT) BY STANDARD & POOR'S, ▇▇▇▇▇'▇, ▇▇▇▇▇ RATINGS, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS
AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD SUCH CERTIFICATE (OR ANY INTEREST HEREIN)
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS DEFINED IN U.S. DEPARTMENT OF LABOR PTCE 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS
CLAUSE (C), A "COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING TWO PARAGRAPHS, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS NOT AN ERISA PLAN OR AN ERISA
PLAN INVESTOR, (B) AFTER THE TERMINATION OF THE SWAP AGREEMENT, ACQUIRED THIS CERTIFICATE IN COMPLIANCE WITH THE
RFC EXEMPTION OR (C) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS
CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT
SHALL INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, ANY
UNDERWRITER AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY
SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.](1)
[NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.](2)
Certificate No. [____] [____]% Adjustable Pass-Through Rate
Class [A-___] Senior Percentage Interest: ____%
Date of Pooling and Servicing Agreement Aggregate Initial Certificate Principal Balance of the
and Cut-off Date: Class [A-___] Certificates: $[_______]
September 1, 2007
First Distribution Date: Initial Certificate Principal Balance of this
October 25, 2007 Certificate:
$[______________]
Master Servicer:
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
September 2037 [______________]
MORTGAGE PASS-THROUGH CERTIFICATE
RAAC SERIES 2007-SP3
evidencing a percentage interest in the distributions allocable to the Class
[A-___] Certificates with respect to a Trust Fund consisting primarily of a
pool of one- to four-family first and second lien seasoned mortgage loans
formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, LLC or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured by or payable from payments on
the Certificates.
This certifies that _____________ is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class A Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family
first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
September 1, 2007 (the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master
Servicer and LaSalle Bank National Association, as trustee and supplemental interest trust trustee (the "Trustee"
and "Supplemental Interest Trust Trustee", respectively), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Class A-__Certificates on such Distribution
Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of St. ▇▇▇▇, Minnesota. The Initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto.
As described above, as of any date prior to the termination of the Swap Agreement, any transferee of a
Class A Certificate will be deemed to have represented by virtue of its purchase and holding of such Certificate
(or any interest therein) that either (a) such transferee is not an ERISA Plan or an ERISA Plan Investor or (b)
its acquisition of such Certificate and the right to receive (and its receipt of) payments from the Supplemental
Interest Trust are eligible for exemptive relief available under at least one of ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇
91-38, PTCE 95-60 or PTCE 96-23 or other applicable exemption, including Section 408(b)(17) of ERISA.
As described above, as of any date after the termination of the Swap Agreement, any transferee of a
Class A Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate
(or any interest herein) that either (a) such transferee is not an ERISA Plan or an ERISA Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on the RFC Exemption, and that it understands that there
are certain conditions to the availability of the RFC Exemption including that such Certificate must be rated, at
the time of purchase, not lower than "AA-" (or its equivalent) by Standard & Poor's, ▇▇▇▇▇'▇, ▇▇▇▇▇ Ratings, DBRS
Limited or DBRS, Inc. or (c) the transferee is a Complying Insurance Company. In addition, any purported
Certificate Owner whose acquisition or holding of this Certificate (or any interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the
Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and the Trust Fund from and against
any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or
holding.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
related Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other
cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and State of St. ▇▇▇▇, Minnesota, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of laws principals thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from
the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the
Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Class A and Class M Certificates from the Holders thereof; provided, that any such option may only be exercised
if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: ________, 2007 LASALLE BANK NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:___________________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or
typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_______________________for the account of __________________ account number ______________, or, if mailed by
check, to ____________________________. Applicable statements should be mailed to ________________________.
This information is provided by _____________________, the assignee named above, or ________________, as
its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [AND THE CLASS M-[ ]
CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.
Certificate No. [____] Adjustable Pass-Through Rate
Class M-___ Mezzanine
Date of Pooling and Servicing Agreement Aggregate Certificate Principal Balance of the
and Cut-off Date: Class M-__ Certificates: $[_______]
September 1, 2007
First Distribution Date: Initial Certificate Principal Balance of this
October 25, 2007 Certificate:
$[______________]
Master Servicer:
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
September 2037 [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
RAAC SERIES 2007-SP3
evidencing a percentage interest in any distributions allocable to the
Class M-___ Certificates with respect to the Trust Fund consisting primarily
of a pool of one- to four-family first and second lien seasoned mortgage loans
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, LLC or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured by or payable from payments on
the Certificates.
This certifies that _______________ is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-___ Certificates, both as specified above) in certain distributions
with respect to a Trust Fund consisting primarily of a pool of one- to four-family first and second lien seasoned
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2007, (the "Pooling
and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and LaSalle Bank National
Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental Interest Trust
Trustee", respectively), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of
Class M-___ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of St. ▇▇▇▇, Minnesota. The Initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that either (i) the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA
Plan"), or any Person (including, without limitation, an investment manager, a named fiduciary or a trustee of any
ERISA Plan) who is using plan assets, within the meaning of the U.S. Department of Labor regulation promulgated
at 29 ▇.▇.▇.▇▇. 2510.3-101, as modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan
Investor") to effect such acquisition or (ii) such transferee is an insurance company, the source of funds used to
purchase or hold this Certificate (or any interest herein) is an "insurance company general account" (as defined
in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60) and the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied or (b) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase
and holding of this Certificate is permissible under applicable law, will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master Servicer
to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Agreement, which opinion of counsel shall not be an expense of the Trustee,
the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
related Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other
cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and State of St. ▇▇▇▇, Minnesota, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from
the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the
Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans
and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Class A and Class M Certificates from the Holders thereof; provided, that any such option may only be exercised
if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: _______, 2007 LASALLE BANK NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
LASALLE BANK NATIONAL ASSOCIATION
as Certificate Registrar
By:___________________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or
typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_______________________for the account of __________________ account number ______________, or, if mailed by
check, to ____________________________. Applicable statements should be mailed to ________________________.
This information is provided by _____________________, the assignee named above, or ________________, as
its agent.
EXHIBIT C
[Reserved]
EXHIBIT D
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.
Certificate No. [___]
Class SB Subordinate
Date of Pooling and Servicing Percentage Interest: [___]%
Agreement and Cut-off Date:
September 1, 2007
First Distribution Date: Aggregate Initial Certificate Principal Balance
October 25, 2007 of the Class SB Certificate: $[_________]
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Company, LLC Certificate: $[__________]
Assumed Final Distribution Date: CUSIP: [_____________]
September 2037
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
RAAC SERIES 2007-SP3
evidencing a percentage interest in any distributions allocable to the Class
SB Certificates with respect to the Trust Fund consisting primarily of a pool
of one- to four-family first and second lien seasoned mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred
to below, GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee, GMAC Mortgage Group, LLC or any of their affiliates.
None of Residential Asset Mortgage Products, Inc., the Master Servicer, GMAC Mortgage Group, LLC or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that [_______________] is the registered owner of the Percentage Interest evidenced by
this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a
pool of one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and LaSalle Bank
National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class SB
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of St. ▇▇▇▇, Minnesota. The Notional
Amount of this Class SB Certificate as of any date of determination will be calculated as described in the
Agreement. The Notional Amount hereof will be reduced by interest shortfalls on the Mortgage Loans including any
Prepayment Interest Shortfalls not covered by Eligible Master Servicing Compensation or Excess Cash Flow, and the
interest portion of any Realized Losses incurred in respect thereof. This Class SB Certificate will accrue
interest at the Pass-Through Rate on the Notional Amount as indicated in the definition of Accrued Certificate
Interest in the Agreement. This Class SB Certificate will not accrue interest on its Certificate Principal
Balance.
No transfer of this Class SB Certificate will be made unless such transfer is exempt from the
registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee
or the Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Depositor that such transfer is exempt (describing the applicable exemption and the basis
therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in
the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on
behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that the transferee is not an employee benefit or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any
Person (including, without limitation, an insurance company investing its general account, an investment manager,
a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within the meaning of the U.S.
Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101, as modified by Section 3(42) of ERISA, of
any ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition, or (b) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the
effect that the purchase and holding of this Certificate is permissible under applicable law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which opinion of counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified in the Agreement (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and State of St. ▇▇▇▇, Minnesota, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer or
its designee from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does
not require, the Master Servicer or its designee (i) to purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) subject
to the terms of the Agreement, to purchase in whole, but not in part, all of the Class A and Class M Certificates
from the Holders thereof; provided, that any such option may only be exercised if the aggregate Stated Principal
Balance of the related Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase
are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:____________________________
Authorized Signatory
Dated: _________, 2007
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB Certificates referred to in the within-mentioned Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto [print or typewrite
name and address including postal zip code of assignee] a Percentage Interest evidenced by the within Mortgage
Asset-Backed Pass-Through Certificate and hereby authorize(s) the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
_______________________________
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
__________________________ for the account of __________________________, account
number___________________________, or if mailed by check to _________________________________________.
Applicable statements should be mailed to____________________________.
This information is provided by __________________, the assignee named above,
or________________________, as its agent.
EXHIBIT E
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT
TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER
ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR ▇▇▇▇▇▇▇ MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Class R-[___] Residual Certificate No. [____]
Date of Pooling and Servicing Agreement Aggregate Initial Certificate Principal Balance of the
and Cut-off Date: Class R-___ Certificates:
September 1, 2007 $[______________]
First Distribution Date: Initial Certificate Principal Balance of this
October 25, 2007 Certificate:
$[______________]
Master Servicer: Percentage Interest: _____%
Residential Funding Company, LLC
Assumed Final Distribution Date: CUSIP
September 2037 [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
RAAC SERIES 2007-SP3
evidencing a percentage interest in any distributions allocable to the
Class R-__ Certificates with respect to the Trust Fund consisting primarily of
a pool of one- to four-family first and second lien seasoned mortgage loans
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and does not represent an
obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, LLC or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, LLC or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured by or payable from payments on
the Certificates.
This certifies that ___________________ is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R-__ Certificates, both as specified above) in
certain distributions with respect to the Trust Fund consisting primarily of a pool of one- to four-family first
and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2007,
(the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and LaSalle
Bank National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of
Class R-__ Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth
in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a
United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation
of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of St. ▇▇▇▇, Minnesota. The Holder hereof
may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled
to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement.
No transfer of this Class R-__ Certificate will be made unless such transfer is exempt from the
registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee
or the Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Depositor that such transfer is exempt (describing the applicable exemption and the basis
therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in
the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on
behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
As described above, no transfer of this Certificate (or any interest herein) shall be made unless the
transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant
to Section 5.02(e) of the Agreement stating that the transferee is not an employee benefit or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any
Person (including, without limitation, an insurance company investing its general account, an investment manager,
a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within the meaning of the
U.S. Department of Labor regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101, as modified by Section 3(42) of ERISA,
of any ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition, or (b) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the
effect that the purchase and holding of this Certificate is permissible under applicable law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which opinion of counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and State of St. ▇▇▇▇, Minnesota, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the
same class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of laws principles thereof, other than Sections 5-1401 and 5-1402 of the New York
General Obligations Law.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
its designee from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does
not require, the Master Servicer or its designee to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Class A and Class M Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregated Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: ________, 2007 LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By:___________________________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or
typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such
interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
____________________________________
Signature by or on behalf of assignor
____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_______________________for the account of __________________ account number ______________, or, if mailed by
check, to ____________________________. Applicable statements should be mailed to ________________________.
This information is provided by _____________________, the assignee named above, or ________________, as
its agent.
EXHIBIT F
FORM OF CUSTODIAL AGREEMENT
[See Tab 4 of the closing set]
EXHIBIT G
MORTGAGE LOAN SCHEDULE
[On file with RFC]
EXHIBIT H
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: _________REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
_________ Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."
_______________________________________
Residential Funding Company, LLC
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of
this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
___________________________________
Name
___________________________________
Title
___________________________________
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF _________ )
_________ ) ss.:
COUNTY OF_________ )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1._______That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage
Asset-Backed Pass-Through Certificates, Series _______, Class R[-__] (the "Owner"), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of ] [the United States], on behalf of
which he makes this affidavit and agreement.
2._______That the Owner (i) is not and will not be a "disqualified organization" or an electing large
partnership as of [date of transfer] within the meaning of Sections 860E(e)(5) and 775, respectively, of the
Internal Revenue Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code, (ii) will endeavor to remain other than a disqualified organization for so long as it retains its
ownership interest in the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__] Certificates for its
own account or for the account of another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority
of whose board of directors is not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign government or organization, any rural
electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is
generally exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3._______That the Owner is aware (i) of the tax that would be imposed on transfers of Class R[-__]
Certificates to disqualified organizations or electing large partnerships, under the Code, that applies to all
transfers of Class R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or,
with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise
liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does
not have actual knowledge that the affidavit is false; and (iv) that the Class R[-__] Certificates may be
"noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and
that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4._______That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R[-__]
Certificates if either the pass-through entity is an electing large partnership under Section 775 of the Code or
if at any time during the taxable year of the pass-through entity a disqualified organization is the record
holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain
cooperatives.)
5._______The Owner is either (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity treated as a corporation or a partnership for U.S. federal income tax purposes and
created or organized in or under the laws of the United States, any state thereof or the District of Columbia
(other than a partnership that is not treated as a United States person under any applicable Treasury
regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is
described in Section 7701(a)(30)(E) of the Code.
6._______The Owner hereby agrees that it will not cause income from the Class R[-__] Certificates to be
attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax
treaty) of the Owner of another United States taxpayer.
7._______That the Owner is aware that the Trustee will not register the transfer of any Class R[- __]
Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it
will not consummate any such transfer if it knows or believes that any of the representations contained in such
affidavit and agreement are false.
8._______That the Owner has reviewed the restrictions set forth on the face of the Class R[-__]
Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the
Class R[-__] Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the
Trustee in the event the Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.
9._______That the Owner consents to any additional restrictions or arrangements that shall be deemed
necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R[-__]
Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.
10. The Owner's Taxpayer Identification Number is ________________.
11. This affidavit and agreement relates only to the Class R[-__] Certificates held by the Owner
and not to any other holder of the Class R[-__] Certificates. The Owner understands that the liabilities
described herein relate only to the Class R[-__] Certificates.
12. That no purpose of the Owner relating to the transfer of any of the Class R[-__] Certificates
by the Owner is or will be to impede the assessment or collection of any tax; in making this representation, the
Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and recent amendments
thereto, effective as of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such
regulation, which is attached hereto as Exhibit 1.
13. That the Owner has no present knowledge or expectation that it will be unable to pay any United
States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class R[-__] Certificate that the Owner
intends to pay taxes associated with holding such Class R[- __] Certificate as they become due, fully
understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.
14. That the Owner has no present knowledge or expectation that it will become insolvent or subject
to a bankruptcy proceeding for so long as any of the Class R[-__] Certificates remain outstanding.
15. (a) The Owner is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (each, an "ERISA Plan"), or any person (including, without limitation, an insurance
company investing its general account, an investment manager, a named fiduciary or a trustee of any ERISA Plan)
who is using plan assets, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R.
ss. 2510.3-101 as modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor") to effect
such acquisition; or
(b) The Owner has provided the Trustee, the Depositor and the Master Servicer with an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase and holding of Certificates is permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments) and will not subject the Trustee, the Depositor
or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement, which opinion of
counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer.
In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any transferee
unless either such transferee meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and
Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the
authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this _______ day of _______________________, 200____.
[NAME OF OWNER]
By:___________________________________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
________________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same
person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to
me that he executed the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of _____________, 200 ___.
NOTARY PUBLIC
COUNTY OF_____________________________________________________
STATE OF______________________________________________________
My Commission expires the _____ day of ___________________,
20____ .
EXHIBIT 1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic
residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed and, pending receipt and evaluation
of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned
control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E - 1(c)(5)(ii). This information is
required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The
collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of
safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit
institutions.
Comments on the collection of information should be sent to the Office of Management and Budget, Attn:
Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, ▇▇▇▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Comments on the collection of information should be received by September 17, 2002.
Comments are specifically requested concerning:
Whether the collection of information is necessary for the proper performance of the functions of the
Internal Revenue Service, including whether the information will have practical utility; The accuracy of the
estimated burden associated with the collection of information (see below);
How the quality, utility, and clarity of the information to be collected may be enhanced;
How the burden of complying with the collection of information may be minimized, including through the
application of automated collection techniques or other forms of information technology; and
Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to
provide information.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a valid control number assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of
470 and an estimated average annual burden hours per respondent of one hour.
Books or records relating to a collection of information must be retained as long as their contents may
become material in the administration of any internal revenue law. Generally, tax returns and tax return
information are confidential, as required by 26 U.S.C. 6103.
BACKGROUND
This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under
section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may
avail itself of the safe harbor by satisfying either the formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic
REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax
purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling
or unable to pay taxes due on its share of the REMIC's taxable income.
Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a
wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the
transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation
from the transferee to the effect that the transferee understands the tax obligations associated with holding a
residual interest and intends to pay those taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim
they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on
February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking
(REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test.
The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated
tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value
of any consideration given to the transferee to acquire the interest; (2) the present value of the expected
future distributions on the interest; and (3) the present value of the anticipated tax savings associated with
holding the interest as the REMIC generates losses.
In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative
safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed
regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the
representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe
harbor if the transferee meets a two- prong test (the asset test). A transferee generally meets the first prong
of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the
transferee's gross assets exceed $100 million and its net assets exceed $10 million. A transferee generally meets
the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the
interest to any person other than another domestic, taxable corporation that also satisfies the requirements of
the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that
the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of
the residual interest. Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a
transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible
transferee. If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the
provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income,
and that, as a consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by
foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion
income, contrary to the congressional purpose of assuring that such income will be taxable in all events. See,
e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code.
The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests
to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to
impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations
provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base
of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the
formula test. The final regulations also require a transferee to represent that it will not cause income from the
noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base.
Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor
status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a
rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this
presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the
alternative minimum tax rate. In light of the comments received, this provision has been amended in the final
regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate
to use the alternative minimum tax rate applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be
computed using a discount rate equal to the applicable Federal short-term rate prescribed by section 1274(d).
This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated
that "present values are computed using a discount rate equal to the applicable Federal rate prescribed in
section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can
demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower
rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this
provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy
the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe
that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to
the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower
discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate,
is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable
Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published
short-term rates, provided that the present values are computed with a corresponding period of compounding. With
the exception of the provisions relating to transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set
forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in
REMICs occurring on or after August 19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a significant economic impact on a
substantial number of small entities. This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that
this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the
Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations.
Drafting Information
The principal author of these regulations is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. However, other personnel from the IRS
and Treasury Department participated in their development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
PART 1-INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in part as follows:
Authority: 26 U.S.C. 7805 * * *
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 200__
Residential Asset Mortgage Products, Inc.
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LaSalle Bank National Association
Global Securities and Trust Services
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Attn: Structured Finance/RAAC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3, Class R-[ ]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to _______________________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, RAAC
Series 2007-SP3, Class R-[__] (the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2007 among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as master servicer, and LaSalle
Bank National Association, as trustee and supplemental interest trust trustee (the "Trustee" and "Supplemental
Interest Trust Trustee", respectively). All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to
the Purchaser is or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and the Master
Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as
[Exhibit H-1]. The Seller does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a
result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as
they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its
debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may
not be respected for United States income tax purposes (and the Seller may continue to be liable for United
States income taxes associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Purchaser is not both a United
States Person and a Permitted Transferee.
Very truly yours,
_______________________________________
(Seller)
By:____________________________________
Name:_________________________________
Title:__________________________________
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
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LaSalle Bank National Association
Global Securities and Trust Services
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Attn: Structured Finance/RAAC Series ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Funding Company, LLC
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Attention: Residential Asset Mortgage Products, Inc., RAAC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3, Class [ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2007-SP3, Class [___] (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2007, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer"), and LaSalle Bank National Association, as trustee and supplemental
interest trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). All terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the
Master Servicer that:
1. The Purchaser understands that (a) the Certificates have not been and will not be
registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities
law, (b) the Depositor is not required to so register or qualify the Certificates, (c) the Certificates
may be resold only if registered and qualified pursuant to the provisions of the Act or any state
securities law, or if an exemption from such registration and qualification is available, (d) the
Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e)
the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only
and not with a view to or for sale in connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such
knowledge and experience in financial and business matters, and, in particular, in such matters related
to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a
copy of the Private Placement Memorandum, dated ___________________, 20__, relating to the Certificates
(b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Depositor as has been requested by the Purchaser from the
Depositor or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The
Purchaser has had any questions arising from such review answered by the Depositor or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was provided with a copy of the Private
Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the
Certificates by the Depositor, the Purchaser acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor solely for use in connection with the Original
Sale and the Depositor did not participate in or facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and
not to the Depositor with respect to any damage, liability, claim or expense arising out of, resulting
from or in connection with (a) error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any Certificate or any other similar security with any
person in any manner, (d) make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Master Servicer that the following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, an "ERISA Plan"), or
any person (including, without limitation, an insurance company investing its general account, an
investment manager, a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within
the meaning of the U.S. Department of Labor ("DOL") regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101, as
modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition;
(b) The Purchaser has provided the Trustee, the Depositor and the Master Servicer with an
opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor
and the Master Servicer to the effect that the purchase and holding of the Certificates is permissible
under applicable law, will not constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Agreement, which opinion of counsel shall not be an expense of the Trustee, the
Depositor or the Master Servicer.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such
Certificates to any transferee unless such transferee meets the requirements set forth in either (a) or
(b) above.
Very truly yours,
________________________________________
(Purchaser)
By:_____________________________________
Name:__________________________________
Title:___________________________________
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
______, 2__
Residential Asset Mortgage Products, Inc
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LaSalle Bank National Association
Global Securities and Trust Services
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Attn: Structured Finance/RAAC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3, Class [ ]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, RAAC Series 2007-SP3, Class [__] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2007, among Residential Asset
Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as master servicer, and
LaSalle Bank National Association, as trustee and supplemental interest trust trustee (the "Trustee" and
"Supplemental Interest Trust Trustee", respectively), the Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of
or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of
any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c)
has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any
other similar security with any person in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above)
would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set
forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or
otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
_______________________________________
(Seller)
By:____________________________________
Name:_________________________________
Title:__________________________________
EXHIBIT L
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XIII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 13.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to
subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related
Determination Date, the Master Servicer shall determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Subservicer Advances
previously made, (which will not be Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of
an amount equal to the amount of any Advances or Subservicer Advances reimbursed pursuant to Section 4.02(a), to
the extent such Advances or Subservicer Advances have not been included in the amount of the Realized Loss in the
related Mortgage Loan, and shall distribute the same to the Class SB Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third Business Day prior to
each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class SB Certificates on such Distribution Date pursuant to
Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such
Realized Loss and shall distribute the same to the Class SB Certificateholders in the same manner as if such
amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in
respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class SB Certificateholders on such Distribution
Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate
Principal Balances of the Class SB Certificates on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders
for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses allocated to the Class SB Certificates will not be covered by the Subordinate Certificate
Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to the later of the
third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of
(X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and
(ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and
(Y) the then outstanding Certificate Principal Balances of the Class SB Certificates, or such lower amount as may
be established pursuant to Section 13.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify GMAC LLC of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"),
executed by GMAC LLC, of Residential Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to GMAC LLC a
written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution
Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or amounts paid
under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the
Distribution Date for such month to the Class SB Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to substitute for either
or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of
a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a
reserve fund; provided that (i) the Depositor obtains (subject to the provisions of Section 10.01(f) as if the
Depositor was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions
after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the
substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the
then current Amount Available and contains provisions that are in all material respects equivalent to the
original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if
not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt
obligations of GMAC LLC as of the date of issuance of the Limited Guaranty and (b) the rating of the long term
debt obligations of GMAC LLC at the date of such substitution and (C) the Depositor obtains written confirmation
from each nationally recognized credit rating agency that rated the Class SB Certificates at the request of the
Depositor that such substitution shall not lower the rating on the Class SB Certificates below the lesser of
(a) the then-current rating assigned to the Class SB Certificates by such rating agency and (b) the original
rating assigned to the Class SB Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such
substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor,
enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the
Trustee shall reasonably request. Neither the Depositor, the Master Servicer nor the Trustee shall be obligated
to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 13.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or
13.01: (i) the provisions of this Article XIII may be amended, superseded or deleted, (ii) the Limited Guaranty
or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of
this Agreement which is related or incidental to the matters described in this Article XIII may be amended in any
manner; in each case by written instrument executed or consented to by the Depositor and Residential Funding but
without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being
required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that the Depositor shall also obtain a
letter from each nationally recognized credit rating agency that rated the Class SB Certificates at the request
of the Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating
on the Class SB Certificates below the lesser of (a) the then-current rating assigned to the Class SB
Certificates by such rating agency and (b) the original rating assigned to the Class SB Certificates by such
rating agency, unless (A) the Holder of 100% of the Class SB Certificates is Residential Funding or an Affiliate
of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Depositor obtains (subject to the provisions of Section 10.01(f)
as if the Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the
case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master
Servicer together with an Opinion of Counsel that such amendment complies with this Section 13.02.
EXHIBIT M
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage Asset-Backed Pass-Through Certificates
RAAC Series 2007-SP3
_______, 200__
LaSalle Bank National Association
Global Securities and Trust Services
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Finance/RAAC Series 2007-SP3
Ladies and Gentlemen:
WHEREAS, Residential Funding Company, LLC, a Delaware limited liability company ("Residential
Funding"), an indirect wholly-owned subsidiary of GMAC LLC, a Delaware limited liability company ("GMAC"), plans
to incur certain obligations as described under Section 13.01 of the Pooling and Servicing Agreement dated as of
September 1, 2007, (the "Servicing Agreement"), among Residential Asset Mortgage Products, Inc. (the
"Depositor"), Residential Funding and LaSalle Bank National Association, as trustee and supplemental interest
trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively), as amended by Amendment
No. ___ thereto, dated as of ________, with respect to the Mortgage Asset-Backed Pass-Through Certificates, RAAC
Series 2007-SP3 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement, Residential Funding agrees to
make payments to the Holders of the Class SB Certificates with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and certain other good and
valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate
Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made
available to Residential Funding), either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate
Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with
Section 13.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and
unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or
their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC
may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding
the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this
Limited Guaranty pursuant to Section 13.01(f) of the Servicing Agreement, or (y) the termination of the Trust
Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding,
the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands
hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of
action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be modified,
amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification,
amendment or termination is permitted under Section 13.02 of the Servicing Agreement. The obligations of GMAC
under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not
modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the
prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee herein set
forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of
New York without regard to the conflict of law principles thereof, other than Sections 5 1401 and 5 1402 of the
New York General Obligations Law.
6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty
shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement
and GMAC hereby authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein shall have the
meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of counterparts,
each of which shall be deemed to be an original and such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the day and year first above written.
GMAC LLC
By:___________________________________________________________
Name:_________________________________________________________
Title:________________________________________________________
Acknowledged by:
LASALLE BANK NATIONAL ASSOCIATION
as Trustee
By:______________________________________
Name:___________________________________
Title:___________________________________
RESIDENTIAL FUNDING COMPANY, LLC
By:______________________________________
Name:___________________________________
Title:___________________________________
EXHIBIT N
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 20____
Residential Asset Mortgage
Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LaSalle Bank National Association
Global Securities and Trust Services
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Finance/RAAC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by _________________ (the
"Trustee") to _______________________ (the "Lender") of _______________ (the "Mortgage Loan") pursuant to
Section 3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 2007, among Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential
Funding Company, LLC, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and
warrants to, and covenants with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an
assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording
taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan
and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest
at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and
(iv) such assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
_________________________________
(Lender)
By:______________________________
Name:___________________________
Title:____________________________
EXHIBIT O
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which
the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor
anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to
buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933,
as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the
Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in
Rule 144A under the ▇▇▇▇ ▇▇▇.
2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the
Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of September 1,
2007, among Residential Funding Company, LLC as Master Servicer, Residential Asset Mortgage Products, Inc. as
depositor pursuant to Section 5.02 of the Agreement and LaSalle Bank National Association, as trustee and
supplemental interest trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively), as
follows:
a. The Buyer understands that the Rule 144A Securities have not been registered under
the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Seller, the Trustee or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or
that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act
or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged
or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the 1933 Act.
3. The Buyer
a. is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, an "ERISA Plan"), or
any person (including, without limitation, an insurance company investing its general account, an
investment manager, a named fiduciary or a trustee of any ERISA Plan) who is using plan assets, within
the meaning of the U.S. Department of Labor ("DOL") regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101, as
modified by Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition; or
b. has provided the Trustee, the Depositor and the Master Servicer with an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the
Master Servicer to the effect that the purchase and holding of the Certificates is permissible under
applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent provisions) and will
not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee,
the Depositor or the Master Servicer.
4. This document may be executed in one or more counterparts and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth
below.
_________________________________ ___________________________________
Print Name of Seller Print Name of Buyer
By:______________________________ By:______________________________
Name:___________________________ Name:___________________________
Title____________________________ Title____________________________
Taxpayer Identification No.:_____________ Taxpayer Identification No.:_____________
Date:_______________________________ Date:_______________________________
ANNEX 1 TO EXHIBIT O
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation
to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President
or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________ in securities (except for the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State,
territory or the District of Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is supervised and examined by a
State or Federal authority having supervision over any such institutions or is a foreign savings and
loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act
of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is
the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of
1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants
are exclusively (a) plans established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees,
or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer,
if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any
of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it
and other parties related to the Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any
purchase of securities sold to the Buyer for the account of a third party (including any separate account) in
reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer
will not purchase securities for a third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification as of the date of such purchase.
__________________________________________
Print Name of Buyer
By:_______________________________________
Name:
Title:
Date:_____________________________________
ANNEX 2 TO EXHIBIT O
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as
defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as
defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company
Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at
least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $__________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the aggregate $___________
in securities (other than the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser
is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of issuers that
are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes
and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the parties to which
this certification is made are relying and will continue to rely on the statements made herein because one or
more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such
purchase.
_______________________________________
Print Name of Buyer
By:____________________________________
Name:_________________________________
Title:__________________________________
IF AN ADVISER:
______________________________________
Print Name of Buyer
Date:_________________________________
EXHIBIT P
[Reserved]
EXHIBIT Q
FORM OF ERISA REPRESENTATION LETTER (CLASS M CERTIFICATES)
______________, 20__
Residential Asset Mortgage Products, Inc
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LaSalle Bank National Association
Global Securities and Trust Services
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Finance/RAAC Series ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Funding Company, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Residential Funding Company, LLC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3, Class M-[ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2007-SP3, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2007, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer") and LaSalle Bank National Association, as trustee and supplemental
interest trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). All terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the
Master Servicer that:
(a) The Purchaser is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each,
an "ERISA Plan"), or any Person (including, without limitation, an investment manager, a named
fiduciary or a trustee of any ERISA Plan) who is using "plan assets," within the meaning of the
U.S. Department of Labor regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101, as modified by
Section 3(42) of ERISA, of any ERISA Plan (each, an "ERISA Plan Investor"), to effect such
acquisition; or
(b) The Purchaser is an insurance company, the source of funds used to purchase or hold the
Certificates (or any interest therein) is an "insurance company general account" (as defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Trustee, the Depositor and the Master Servicer that the Purchaser will not transfer the Certificates to any
transferee unless either such transferee meets the requirements set forth in either (a) or (b) above.
Very truly yours,
_______________________________________
(Purchaser)
By:___________________________________________________________
Name:_________________________________________________________
Title:________________________________________________________
EXHIBIT R-1
FORM OF FORM 10-K CERTIFICATION
I, [identify the certifying individual], certify that:
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of
the period covered by this report on Form 10-K of the trust (the Exchange Act periodic reports) created pursuant
to the Pooling and Servicing Agreement dated September 1, 2007 (the "Agreement") among Residential Asset Mortgage
Products, Inc., Residential Funding Company, LLC (the "Master Servicer") and LaSalle Bank National Association
(the "Trustee" and "Supplemental Interest Trust Trustee", respectively);
(1) Based on my knowledge, Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
(2) Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
(3) I am responsible for reviewing the activities performed by the Master Servicer and based on my
knowledge and the compliance review conducted in preparing the servicer compliance statement required in this
report under Item 1123 of Regulation AB and except as disclosed in the Exchange Act periodic reports, the Master
Servicer has fulfilled its obligations under the Agreement; and
(4) All of the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance with servicing criteria for
asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed
in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on the information provided to me by the following
unaffiliated parties: [the Trustee].
Date:____________
_________________________________*
[Signature]
Name:
Title:
* - to be signed by the senior officer in charge of the servicing functions of the Master Servicer
EXHIBIT R-2
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of LaSalle Bank National Association (the "Trustee" and
"Supplemental Interest Trust Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to be performed by it
pursuant to the provisions of the Pooling and Servicing Agreement dated as of September 1, 2007 (the "Agreement")
by and among Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding Company, LLC (the
"Master Servicer") and the Trustee in accordance with the standards set forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on the Certificate Register as
of the end of each calendar year that is provided by the Trustee pursuant to Section 4.03(e) of the Agreement is
accurate as of the last day of the 20___ calendar year.
Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
IN WITNESS THEREOF, I have duly executed this certificate as of ____________, 20____.
_________________________________
Name:
Title:
EXHIBIT S
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE
LOANS
Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Terms (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
EXHIBIT U
YIELD MAINTENANCE AGREEMENT
[See Tab 5 of the closing set]
EXHIBIT V
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Trustee shall address, at a minimum, the criteria
identified below as "Applicable Servicing Criteria":
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------ ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
GENERAL SERVICING CONSIDERATIONS
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate |X| (as to accounts
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements. held by Trustee)
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to |X| (as to investors
an investor are made only by authorized personnel. only)
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1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
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The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with |X| (as to accounts
respect to commingling of cash) as set forth in the transaction held by Trustee)
1122(d)(2)(iv) agreements.
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1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
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1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
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INVESTOR REMITTANCES AND REPORTING
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1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
servicer.
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1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance |X|
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
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Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of |X|
1122(d)(3)(iii) days specified in the transaction agreements.
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Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank |X|
1122(d)(3)(iv) statements.
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POOL ASSET ADMINISTRATION
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1122(d)(4)(i) Collateral or security on pool assets is maintained as required by
the transaction agreements or related asset pool documents.
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Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
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1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
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1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset documents.
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1122(d)(4)(v) The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
balance.
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1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
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1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
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1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
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1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
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1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements;
(B) interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
of days specified in the transaction agreements.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
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1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
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Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
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Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained |X|
1122(d)(4)(xv) as set forth in the transaction agreements.
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(1) If ERISA-eligible, use this language.
(2) If not ERISA-eligible, use this language.
EXHIBIT W
FORM OF ERISA REPRESENTATION LETTER
(CLASS A CERTIFICATES)
______________, 20__
Residential Asset Mortgage Products, Inc
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LaSalle Bank National Association
Global Securities and Trust Services
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Finance/RAAC Series ▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Funding Company, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Residential Funding Company, LLC Series 2007-SP3
Re: Mortgage Asset-Backed Pass-Through Certificates,
RAAC Series 2007-SP3, Class A-[ ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $____________ Initial Certificate Principal Balance of Mortgage
Asset-Backed Pass-Through Certificates, RAAC Series 2007-SP3, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2007, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Company, LLC, as
master servicer (the "Master Servicer") and LaSalle Bank National Association, as trustee and supplemental
interest trust trustee (the "Trustee" and "Supplemental Interest Trust Trustee", respectively). All terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.
(1) As of any date prior to the termination of the Swap Agreement, the Purchaser hereby certifies,
represents and warrants to, and covenants with the Depositor, the Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (each, an "ERISA Plan"), or any Person
(including, without limitation, an investment manager, a named fiduciary or a trustee of any
ERISA Plan) who is using plan assets, within the meaning of the U.S. Department of Labor
regulation promulgated at 29 ▇.▇.▇.▇▇. 2510.3-101, as modified by Section 3(42) of ERISA, of any
ERISA Plan (each, an "ERISA Plan Investor") to effect such acquisition; or
(b) The Purchaser's acquisition of the above referenced certificates and the right to receive (and
its receipt of) payments from the supplemental interest trust are eligible for exemptive relief
available under at least one of the following exemptions:
(i) Prohibited Transaction Class Exemption ("PTCE") 84-14, regarding transactions
negotiated by independent "qualified professional asset managers";
(ii) PTCE 90-1, regarding investments by insurance company pooled separate accounts;
(iii) PTCE 91-38, regarding investments by bank collective investment funds;
(iv) PTCE 95-60, regarding investments by insurance company general accounts;
(v) PTCE 96-23, regarding transactions negotiated by certain in-house asset managers; or
(vi) Section 408(b)(17) of ERISA, regarding transactions between an ERISA Plan and a person
or an entity that is a party in interest to such ERISA Plan (other than a party in
interest that is a fiduciary, or its affiliate, that has or exercises discretionary
authority or control or renders investment advice with respect to the assets of the
ERISA Plan involved in the transaction) solely by reason of providing services to the
ERISA Plan, but only if the ERISA Plan pays no more, or receives no less, than
adequate consideration.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that prior to the termination of the Swap Agreement, the Purchaser
will not transfer the Certificates to any transferee unless that transferee meets the requirements in (a) or (b)
above.
(2) As of any date after the termination of the Swap Agreement, the Purchaser hereby certifies,
represents and warrants to, and covenants with the Depositor, the Trustee and the Master Servicer that:
(a) The Purchaser is not an ERISA Plan or an ERISA Plan Investor;
(b) The Purchaser has acquired and is holding the Certificates in reliance on U.S. Department of
Labor Prohibited Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
most recently amended by PTE 2007-5, 72 Fed. Reg. 14674 (March 20, 2007) (the "RFC Exemption"),
and that it understands that there are certain conditions to the availability of the RFC
Exemption including that such Certificate must be rated, at the time of purchase, not lower
than "AA-" (or its equivalent) by Standard & Poor's, ▇▇▇▇▇'▇, Fitch Ratings, DBRS Limited or
DBRS, Inc.; or
(c) The Purchaser is an insurance company, the source of funds used to purchase or hold the
Certificates (or any interest therein) is an "insurance company general account" (as defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Trustee and the Master Servicer that after the termination of the Swap Agreement, the
Purchaser will not transfer the Certificates to any transferee unless that transferee meets the requirements in
(a), (b) or (c) above.
Very truly yours,
_______________________________________
(Purchaser)
By:___________________________________________________________
Name:_________________________________________________________
Title:________________________________________________________