EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
_________________________________________
AMENDED AND RESTATED TRUST AGREEMENT
Dated as of July 28, 2006
__________________________________________
Home Equity Loan-Backed Certificates,
Series 2006-HSA4
Table of Contents
Section Page
ARTICLE 1
Definitions
Section 1.01. Definitions................................................................................1
Section 1.02. Other Definitional Provisions..............................................................1
ARTICLE II
Organization
Section 2.01. Name.......................................................................................2
Section 2.02. Office.....................................................................................2
Section 2.03. Purposes and Powers........................................................................2
Section 2.04. Appointment of Owner Trustee...............................................................3
Section 2.05. Initial Capital Contribution of Owner Trust Estate.........................................3
Section 2.06. Declaration of Trust.......................................................................3
Section 2.07. Liability of the Holders of the Certificates...............................................4
Section 2.08. Title to Trust Property....................................................................4
Section 2.09. Situs of Trust.............................................................................4
Section 2.10. Representations and Warranties of the Depositor............................................4
Section 2.11. Payment of Trust Fees......................................................................5
ARTICLE III
Conveyance Of The Home Equity Loans; Certificates
Section 3.01. Conveyance of The Home Equity Loans........................................................5
Section 3.02. Initial Ownership..........................................................................6
Section 3.03. The Certificates...........................................................................6
Section 3.04. Authentication of Certificates.............................................................6
Section 3.05. Registration of and Limitations on Transfer And Exchange of Certificates...................6
Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates..........................................9
Section 3.07. Persons Deemed Certificateholders.........................................................10
Section 3.08. Access to List of Certificateholders' Names And Addresses.................................10
Section 3.09. Maintenance of Office or Agency...........................................................10
Section 3.10. Certificate Paying Agent..................................................................10
Section 3.11. Cooperation...............................................................................11
Section 3.12. Additional Certificate Security Balances Upon Issuance of Capped Funding Notes............11
Section 3.13. Subordination.............................................................................12
Section 3.14. No Priority Among Certificates............................................................13
ARTICLE IV
Authority And Duties Of Owner Trustee
Section 4.01. General Authority.........................................................................13
Section 4.02. General Duties............................................................................13
Section 4.03. Action Upon Instruction...................................................................13
Section 4.04. No Duties Except as Specified Under Specified Documents or In Instructions................14
Section 4.05. Restrictions..............................................................................14
Section 4.06. Prior Notice To Certificateholders and The Credit Enhancer With Respect To Certain
Matters...................................................................................14
Section 4.07. Action by Certificateholders with Respect to Certain Matters..............................15
Section 4.08. Action By Certificateholders with Respect to Bankruptcy...................................15
Section 4.09. Restrictions on Certificateholders' Power.................................................15
Section 4.10. Majority Control..........................................................................16
Section 4.11. Doing Business In Other Jurisdictions.....................................................16
Section 4.12. Removal of Home Equity Loans..............................................................16
ARTICLE V
Application Of Trust Funds
Section 5.01. Distributions.............................................................................16
Section 5.02. Method Of Payment.........................................................................17
Section 5.03. Signature On Returns......................................................................17
Section 5.04. Statements To Certificateholders..........................................................17
Section 5.05. Tax Reporting.............................................................................17
Section 5.06. Reports to the Master Servicer............................................................18
Section 5.07 Derivative Contracts......................................................................18
ARTICLE VI
Concerning The Owner Trustee
Section 6.01. Acceptance of Trusts And Duties...........................................................19
Section 6.02. Furnishing of Documents...................................................................20
Section 6.03. Representations and Warranties............................................................20
Section 6.04. Reliance; Advice of Counsel...............................................................21
Section 6.05. Not Acting in Individual Capacity.........................................................21
Section 6.06. Owner Trustee Not Liable for Certificates or Related Documents............................21
Section 6.07. Owner Trustee May Own Certificates and Notes..............................................22
ARTICLE VII
Compensation Of Owner Trustee
Section 7.01. Owner Trustee's Fees And Expenses.........................................................22
Section 7.02. Indemnification...........................................................................22
ARTICLE VIII
Termination of Trust Agreement
Section 8.01. Termination of Trust Agreement............................................................23
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees
Section 9.01. Eligibility Requirements for Owner Trustee................................................24
Section 9.02. Replacement of Owner Trustee..............................................................25
Section 9.03. Successor Owner Trustee...................................................................25
Section 9.04. Merger or Consolidation of Owner Trustee..................................................26
Section 9.05. Appointment of Co-Trustee or Separate Trustee.............................................26
ARTICLE X
Miscellaneous
Section 10.01. Amendments................................................................................27
Section 10.02. No Legal Title to Owner Trust Estate......................................................29
Section 10.03. Limitations on Rights of Others...........................................................29
Section 10.04. Notices...................................................................................29
Section 10.05. Severability..............................................................................30
Section 10.06. Separate Counterparts.....................................................................30
Section 10.07. Successors and Assigns....................................................................30
Section 10.08. No Petition...............................................................................30
Section 10.09. No Recourse...............................................................................30
Section 10.10. Headings..................................................................................30
Section 10.11. Governing Law.............................................................................30
Section 10.12. Integration...............................................................................30
Section 10.13. Rights of Credit Enhancer to Exercise Rights of Certificateholders........................31
Signatures
EXHIBIT
Exhibit A - ......Form of Class SB Certificate A-1
Exhibit B - ......Certificate of Trust of Home Equity Loan Trust 2006-HSA4 B-1
Exhibit C - ......Form of 144A Investment Representation C-1
Exhibit D - ......Form of Investor Representation Letter D-1
Exhibit E - .....Form of Transferor Representation Letter E-1
Exhibit F - ......Form of Certificate of Non-Foreign Status F-1
Exhibit G - ......Form of ERISA Representation Letter G-1
Exhibit H - Form of Representation Letter H-1
This Amended and Restated Trust Agreement, dated as of July 28, 2006 (as amended from time to time, this
"Trust Agreement"), between RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., a Delaware corporation, as
depositor (the "Depositor") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the
"Owner Trustee"),
WITNESSETH THAT:
WHEREAS, the Depositor and the Owner Trustee entered into a trust agreement dated as of July 26, 2006,
in connection with the formation of a Delaware statutory trust (the "Original Trust Agreement"); and
WHEREAS, the Depositor and the Owner Trustee wish to amend and restate the Original Trust Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Depositor and the Owner
Trustee agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. For all purposes of this Trust Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in Appendix A to the Indenture dated July 28, 2006 (the "Indenture"),
between Home Equity Loan Trust 2006-HSA4, as issuer, and JPMorgan Chase Bank, N.A., as indenture trustee. All
other capitalized terms used herein shall have the meanings specified herein.
Section 1.02. Other Definitional Provisions.
(a) All terms defined in this Trust Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(b) As used in this Trust Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Trust Agreement or in any such certificate or
other document, and accounting terms partly defined in this Trust Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to them under generally accepted
accounting principles. To the extent that the definitions of accounting terms in this Trust Agreement or in any
such certificate or other document are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Trust Agreement or in any such certificate or other
document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar import when used in this Trust
Agreement shall refer to this Trust Agreement as a whole and not to any particular provision of this Trust
Agreement; Article, Section and Exhibit references contained in this Trust Agreement are references to Articles,
Sections and Exhibits in or to this Trust Agreement unless otherwise specified; the term "including" shall mean
"including without limitation"; and the term "proceeds" shall have the meaning ascribed thereto in the UCC.
(d) The definitions contained in this Trust Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a Person are also to its permitted
successors and assigns.
ARTICLE II
Organization
Section 2.01. Name. The trust created hereby (the "Trust") shall be known as "Home Equity Loan
Trust 2006-HSA4," in which name the Owner Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and ▇▇▇ and be sued.
Section 2.02. Office. The office of the Trust shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice
to the Certificateholders, the Credit Enhancer and the Depositor.
Section 2.03. Purposes and Powers. The purpose of the Trust is to engage in the following
activities:
(a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust
Agreement and to sell the Notes and the Certificates;
(b) to purchase the Home Equity Loans and to pay the organizational, start-up and transactional
expenses of the Trust;
(c) to assign, grant, transfer, pledge and convey the Home Equity Loans pursuant to the Indenture
and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Home
Equity Loans released from the Lien of, and remitted to the Trust pursuant to the Indenture;
(d) to enter into and perform its obligations under the Basic Documents to which it is to be a
party;
(e) to engage in those activities, including entering into agreements, that are necessary, suitable
or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without
limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and
(f) subject to compliance with the Basic Documents, to engage in such other activities as may be
required in connection with conservation of the Owner Trust Estate and the making of distributions to the
Certificateholders and the Noteholders.
The Trust is hereby authorized to engage in the foregoing activities. 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
Trust Agreement or the Basic Documents while any Note is outstanding without the consent of the
Certificateholders of Certificates evidencing a majority of the Certificate Percentage Interest of the
Certificates, the Noteholders of Notes representing a majority of the aggregate Security Balances of the Notes,
the Credit Enhancer and the Indenture Trustee.
Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as
trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.
Section 2.05. Initial Capital Contribution of Owner Trust Estate. The Depositor hereby sells,
assigns, transfers, conveys and sets over to the Trust, as of the date hereof, the sum of $1. In consideration
of the delivery by the Owner Trustee, on behalf of the Trust, of the Securities to the Depositor or its designee,
upon the order of the Depositor, the Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of
the Closing Date, and concurrently with the execution and delivery hereof, the Depositor does hereby transfer,
assign, set over and otherwise convey to the Trust, without recourse, but subject to the other terms and
provisions of this Trust Agreement, all of the right, title and interest of the Depositor in and to the Owner
Trust Estate. The foregoing transfer, assignment, set over and conveyance does not, and is not intended to,
result in a creation or an assumption by the Trust of any obligation of the Depositor or any other Person in
connection with the Trust Estate or under any agreement or instrument relating thereto, except as specifically
set forth herein.
The Owner Trustee, on behalf of the Trust, acknowledges the conveyance to the Trust by the Depositor, as
of the Closing Date, of the Owner Trust Estate, including all right, title and interest of the Depositor in and
to the Owner Trust Estate. Concurrently with such conveyance and in exchange therefor, the Trust has pledged the
Trust Estate to the Indenture Trustee and has executed the Certificates and the Notes and caused them to be duly
authenticated and delivered.
Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner
Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this
Trust Agreement constitute the governing instrument of such statutory trust. Effective as of the date hereof,
the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute
with respect to accomplishing the purposes of the Trust. It is the intention of the parties hereto that, solely
for federal, state and local income and franchise tax purposes, the Trust shall be treated as a disregarded
entity while it is wholly owned by a single person or entity, with the Home Equity Loans being treated as assets
of the single person or entity, and the Notes being debt of the entity and the provisions of this Trust Agreement
shall be interpreted to further this intention. It is the intention of the parties hereto that solely for
federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB Certificates are
held by a single person or entity, the Trust shall be treated as a disregarded entity, with the Trust Estate
being treated as assets of the single person or entity, and the Notes being treated as debt of the entity, and
the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person
owns the Class SB Certificates, then it is the intention of the parties hereto, that solely for federal, state
and local income and franchise tax purposes the Owner Trust shall be treated as a partnership, with the assets of
the partnership being the Trust Estate the partners of the partnership being the Certificateholders and the Notes
being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this
intention. The parties agree that, unless otherwise required by appropriate tax authorities, the Owner Trustee
will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the
original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the
Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax
purposes and as provided by such holders of Certificates.
Section 2.07. Liability of the Holders of the Certificates. The Holders of the Certificates shall
be liable for any entity level taxes imposed on the Trust.
Section 2.08. Title to Trust Property. Legal title to the Owner Trust Estate shall be vested at all
times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to
any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to
be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.
Section 2.09. Situs of Trust. The Trust will be located and administered in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of New York. The Trust shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within
or without the State of Delaware or taking actions outside the State of Delaware in order to comply with Section
2.03. Payments will be received by the Trust only in Delaware or New York, and payments will be made by the
Trust only from Delaware or New York. The only office of the Trust will be at the Corporate Trust Office in
Delaware.
Section 2.10. Representations and Warranties of the Depositor. The Depositor hereby represents and
warrants to the Owner Trustee that:
(a) The Depositor is duly organized and validly existing as a corporation in good standing
under the laws of the State of Delaware, with power and authority to own its properties and to conduct
its business as such properties are currently owned and such business is presently conducted.
(b) The Depositor is duly qualified to do business as a foreign corporation in good
standing and has obtained all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of its property or the conduct of its business shall require such qualifications and
in which the failure to so qualify would have a material adverse effect on the business, properties,
assets or condition (financial or other) of the Depositor and the ability of the Depositor to perform
under this Trust Agreement.
(c) The Depositor has the power and authority to execute and deliver this Trust Agreement
and to carry out its terms; the Depositor has full power and authority to sell and assign the property
to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly
authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor
by all necessary corporate action.
(d) The consummation of the transactions contemplated by this Trust Agreement and the
fulfillment of the terms hereof do not conflict with, result in any material breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of time) a material default under, the
articles of incorporation or bylaws of the Depositor, or any material indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of
the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of
any federal or state regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.
Section 2.11. Payment of Trust Fees. The Owner Trustee shall pay the Trust's fees and expenses
incurred with respect to the performance of the Trust's duties under the Indenture.
ARTICLE III
Conveyance of the Home Equity Loans; Certificates
Section 3.01. Conveyance of the Home Equity Loans. The Depositor, concurrently with the execution
and delivery hereof, does hereby transfer, convey, sell and assign to the Trust, on behalf of the Holders of the
Notes and the Certificates and the Credit Enhancer, without recourse, all its right, title and interest in and to
the Home Equity Loans. The Depositor will also provide the Trust with the Policy.
The Depositor, as assignee of Residential Funding under the Purchase Agreement, hereby assigns to the
Issuer all of its right, title and interest in respect of the Purchase Agreement applicable to a Home Equity
Loan. Insofar as the Purchase Agreement relates to the representations and warranties made by Residential
Funding in respect of such Home Equity Loan and any remedies provided thereunder for any breach of such
representations and warranties, the Depositor acknowledges that such right, title and interest may be enforced by
or on behalf of the Issuer.
The parties hereto intend that, for non-tax purposes, the transaction set forth herein be a sale by the
Depositor to the Trust of all of its right, title and interest in and to the Home Equity Loans. In the event
that, for non-tax purposes, the transaction set forth herein is not deemed to be a sale, the Depositor hereby
grants to the Trust a security interest in all of its right, title and interest in, to and under the Owner Trust
Estate, all distributions thereon and all proceeds thereof; and this Trust Agreement shall constitute a security
agreement under applicable law.
Section 3.02. Initial Ownership. Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 and until the conveyance of the Home Equity Loans pursuant to Section 3.01 and
the issuance of the Certificates, the Depositor shall be the sole Certificateholder.
Section 3.03. The Certificates. The Certificates shall be issued in minimum denominations of a
Certificate Percentage Interest of 10.0000% and integral multiples of 0.0001% in excess thereof; provided,
however, that Certificates may be issued in minimum denominations of less than 10.0000% in accordance with the
provisions of Section 3.12. The Class SB Certificates shall be issued in substantially the form attached hereto
as Exhibit A.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee and authenticated in the manner provided in Section 3.04. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of
this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates. A Person shall become a Certificateholder and shall be
entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such Person's
acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05.
A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to and upon satisfaction of the conditions set forth in
Section 3.05.
Section 3.04. Authentication of Certificates. Concurrently with the acquisition of the Home Equity
Loans by the Trust, the Owner Trustee or the Certificate Paying Agent shall cause the Certificates in an initial
Certificate Percentage Interest of 100.00% to be executed on behalf of the Trust, authenticated and delivered to
or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice
president, without further corporate action by the Depositor, in authorized denominations. No Certificate shall
entitle its holder to any benefit under this Trust Agreement or be valid for any purpose unless there shall
appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A
hereto, executed by the Owner Trustee or the Certificate Paying Agent, by manual signature; such authentication
shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Section 3.05. Registration of and Limitations on Transfer and Exchange of Certificates. (a) The
Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section
3.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the
Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar.
Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer
of any Certificate at the office or agency maintained pursuant to Section 3.09, the Owner Trustee shall execute,
authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate
and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates
of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the
office or agency maintained pursuant to Section 3.09.
Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in writing. Each Certificate surrendered
for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate
Registrar in accordance with its customary practice.
No service charge shall be made for any registration of transfer or exchange of Certificates, but the
Owner Trustee or the Certificate Registrar 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.
Except as described below, each Certificateholder shall establish its non-foreign status by submitting
to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the
form attached hereto as Exhibit F).
A Class SB Certificate may be transferred to a Certificateholder unable to establish its non-foreign
status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or
the Depositor, satisfactory to the Depositor and the Credit Enhancer, that such transfer (1) will not affect the
tax status of the Trust and (2) will not adversely affect the interests of any Certificateholder, Noteholder or
the Credit Enhancer, including, without limitation, as a result of the imposition of any United States federal
withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from
amounts otherwise distributable to the Certificate of the prospective transferee). If such transfer occurs and
such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes
will be withheld by the Indenture Trustee. Each Certificateholder unable to establish its non-foreign status
shall submit to the Certificate Paying Agent a copy of its Form W-8 and shall resubmit such Form W-8-BEN or such
successor form as required by then-applicable regulations and shall resubmit such form every three years or with
such frequency as required by then-applicable regulations.
(b)(i) No transfer, sale, pledge or other disposition of a Certificate shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act
and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any
such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee (A)
to either (i) execute an investment letter in substantially the form attached hereto as Exhibit C (or in such
form and substance reasonably satisfactory to the Certificate Registrar and the Depositor) which investment
letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer
or the Depositor and which investment letter states that, among other things, such transferee (a) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act, provided by Rule 144A or (ii) (a)
deliver to the Certificate Registrar and the Depositor a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Certificate Registrar 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 Trust, the Owner Trustee,
the Certificate Registrar, the Master Servicer or the Depositor and (b) execute a representation letter,
substantially in the form of Exhibit D hereto, and to cause the transferor to execute a representation letter,
substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the
Certificate Registrar and the Depositor certifying the facts surrounding such transfer, which representation
letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer
or the Depositor and (B) to execute the Certificate of Non-Foreign Status (in substantially the form attached
hereto as Exhibit F) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar
and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar or the Depositor. If the Certificateholder is unable to provide a Certificate of Non-Foreign Status,
the Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The
Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the
Owner Trustee, the Certificate Registrar, the Master Servicer, the Credit Enhancer and the Depositor 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.
(ii) No transfer of Certificates or any interest therein shall be made to any employee benefit plan
or certain other retirement plans and arrangements, including individual retirement accounts and annuities, ▇▇▇▇▇
plans and bank collective investment funds and insurance company general or separate accounts in which such
plans, accounts or arrangements are invested, that are subject to Title 1 of ERISA, or Section 4975 of the Code
(collectively, "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R.ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate
Registrar and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction
of the Depositor, the Owner Trustee, the Certificate Registrar and the Master Servicer that the purchase of
Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Certificate
Registrar 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 Trust Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the Master Servicer.
Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any
such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any affiliate
thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets
of any Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the
request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor.
(iii) In addition, no transfer of a Class SB Certificate shall be permitted, and no such transfer
shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of
Counsel addressed to the Certificate Registrar and the Credit Enhancer, which establishes that such transfer or
the registration of such transfer would not cause the Trust to be classified as a publicly traded partnership, by
having more than 100 Certificateholders at any time during the taxable year of the Trust, an association taxable
as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes,
which Opinion of Counsel shall not be an expense of the Certificate Registrar and shall be an expense of the
proposed transferee. No Opinion of Counsel will be required if such transfer is made to a nominee of an existing
beneficial holder of a Certificate.
(iv) In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall
be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit D,
or substantially in the form of Exhibit H hereto, that (1) the transferee is acquiring the Certificate for its
own behalf and is not acting as agent or custodian for any other Person or entity in connection with such
acquisition and (2) if the transferee is a partnership, grantor trust or S corporation for federal income tax
purposes, the Certificates acquired are not more than 50% of the assets of the partnership, grantor trust or S
corporation.
Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate
shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (ii) there shall be delivered to the
Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of
them and the Issuer from harm, then in the absence of notice to the Certificate Registrar or the Owner Trustee
that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee shall execute on behalf of
the Trust and the Owner Trustee or the Certificate Paying Agent, as the Trust's authenticating agent, 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 and denomination. In connection with the issuance of any new
Certificate under this Section 3.06, the Owner Trustee or the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section 3.06 shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at
any time.
Section 3.07. Persons Deemed Certificateholders. Prior to due presentation of a Certificate for
registration of transfer, the Owner Trustee, the Certificate Registrar or any Certificate Paying Agent may treat
the Person in whose name any Certificate is registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes
whatsoever, and none of the Trust, the Owner Trustee, the Certificate Registrar or any Paying Agent shall be
bound by any notice to the contrary.
Section 3.08. Access to List of Certificateholders' Names and Addresses. The Certificate Registrar
shall furnish or cause to be furnished to the Depositor or the Owner Trustee, within 15 days after receipt by the
Certificate Registrar of a written request therefor from the Depositor or the Owner Trustee, a list, in such form
as the Depositor or the Owner Trustee, as the case may be, may reasonably require, of the names and addresses of
the Certificateholders as of the most recent Record Date. Each Holder, by receiving and holding a Certificate,
shall be deemed to have agreed not to hold any of the Trust, the Depositor, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from
which such information was derived.
Section 3.09. Maintenance of Office or Agency. The Owner Trustee, on behalf of the Trust, shall
maintain in the City of New York an office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of
the Certificates and the Basic Documents may be served. The Owner Trustee initially designates the Corporate
Trust Office of the Indenture Trustee as its office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor, the Credit Enhancer and the Certificateholders of any change in the location of
the Certificate Register or any such office or agency.
Section 3.10. Certificate Paying Agent. (a) The Certificate Paying Agent shall make distributions
to Certificateholders from the Certificate Distribution Account on behalf of the Trust in accordance with the
provisions of the Certificates and Section 5.01 hereof from payments remitted to the Certificate Paying Agent by
the Indenture Trustee pursuant to Section 3.05 of the Indenture. The Trust hereby appoints the Indenture Trustee
as Certificate Paying Agent and the Indenture Trustee hereby accepts such appointment and further agrees that it
will be bound by the provisions of this Trust Agreement relating to the Certificate Paying Agent and shall:
(i) hold all sums held by it for the payment of amounts due with respect to the
Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;
(ii) give the Owner Trustee notice of any default by the Trust of which it has actual
knowledge in the making of any payment required to be made with respect to the Certificates;
(iii) at any time during the continuance of any such default, upon the written request of
the Owner Trustee, forthwith pay to the Owner Trustee on behalf of the Trust all sums so held in Trust by such
Certificate Paying Agent;
(iv) immediately resign as Certificate Paying Agent and forthwith pay to the Owner Trustee
on behalf of the Trust all sums held by it in trust for the payment of Certificates if at any time it ceases to
meet the standards required to be met by the Certificate Paying Agent at the time of its appointment;
(v) comply with all requirements of the Code with respect to the withholding from any
payments made by it on any Certificates of any applicable withholding taxes imposed thereon and with respect to
any applicable reporting requirements in connection therewith; and
(vi) deliver to the Owner Trustee a copy of the report to Certificateholders prepared with
respect to each Payment Date by the Master Servicer pursuant to Section 4.01 of the Servicing Agreement.
(b) The Trust may revoke such power and remove the Certificate Paying Agent if the Owner Trustee
determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations
under this Trust Agreement in any material respect. The Indenture Trustee shall be permitted to resign as
Certificate Paying Agent upon 30 days' written notice to the Owner Trustee; provided the Indenture Trustee is
also resigning as Paying Agent under the Indenture at such time. In the event that the Indenture Trustee shall
no longer be the Certificate Paying Agent under this Trust Agreement and Paying Agent under the Indenture, the
Owner Trustee shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust
company) and which shall also be the successor Paying Agent under the Indenture. The Owner Trustee shall cause
such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Owner Trustee
to execute and deliver to the Owner Trustee an instrument to the effect set forth in this Section 3.10 as it
relates to the Certificate Paying Agent. The Certificate Paying Agent shall return all unclaimed funds to the
Trust and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in
its possession to the Trust. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 7.01 and 7.02 shall apply to the
Certificate Paying Agent to the extent applicable. Any reference in this Trust Agreement to the Certificate
Paying Agent shall include any co-paying agent unless the context requires otherwise.
(c) The Certificate Paying Agent shall establish and maintain with itself the Certificate
Distribution Account in which the Certificate Paying Agent shall deposit, on the same day as it is received from
the Indenture Trustee, each remittance received by the Certificate Paying Agent with respect to payments made
pursuant to the Indenture. The Certificate Paying Agent shall make all distributions of Certificate Distribution
Amounts on the Certificates, from moneys on deposit in the Certificate Distribution Account.
Section 3.11. Cooperation. The Owner Trustee shall cooperate in all respects with any reasonable
request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under
this Trust Agreement or the Insurance Agreement, consistent with this Trust Agreement and without limiting the
rights of the Certificateholders as otherwise expressly set forth in this Trust Agreement.
Section 3.12. Additional Certificate Security Balances Upon Issuance of Capped Funding Notes. (a)
On any date on which Variable Funding Notes are exchanged for Capped Funding Notes pursuant to Section 4.01(d) of
the Indenture, the Security Balance of one or more Class SB Certificates shall be increased in an amount equal to
the Additional Certificate Security Balance as required pursuant to the Opinion of Counsel required to be
delivered pursuant to Section 4.01(d) of the Indenture in connection with the issuance of Capped Funding Notes.
In addition, on any Payment Date on which the Additional Balance Differential for such Payment Date if added to
the aggregate Security Balance of the Variable Funding Notes (after application of any principal payments to be
made thereon on such Payment Date) would cause the aggregate Security Balance thereof to exceed the Maximum
Variable Funding Balance, then the Security Balance of one or more Certificates shall be increased by the amount
of such excess.
(b) 100.00% of the value of the Additional Certificate Security Balance shall be added to any Class
SB Certificate held by the Seller or an Affiliate thereof without the consent of the other Certificateholders; or
if no such Class SB Certificate exists, a new Class SB Certificate or Class SB Certificates shall be issued at
the direction of the Seller or an Affiliate thereof having in the aggregate a Security Balance equal to such
100.00% of such value. Alternatively, the Depositor may allocate any portion of such value to a Class SB
Certificateholder other than the Depositor or an Affiliate thereof, provided that such Certificateholder provides
its written consent to the Depositor and the Owner Trustee.
(c) Following such increase, the Certificate Percentage Interest of each Class SB Certificate shall
be recalculated, the numerator of which shall be the value thereof including the respective value of the portion
of the Additional Certificate Security Balance added thereto pursuant to this Section 3.12, and the denominator
of which shall be the value of all the Class SB Certificates following such increase. The Owner Trustee shall
issue new Class SB Certificates with new Certificate Percentage Interests to each Holder of the Class SB
Certificates, with such Certificate Percentage Interests calculated to four decimal places. In addition, the new
Class SB Certificates may be issued in minimum denominations of 0.0001% and integral multiples of 0.0001% in
excess thereof. This subsection, and subsections (d) and (e) below, shall not apply in the event that any
Additional Certificate Security Balance is allocated in accordance with subsection (b) either (i) at any time
when there is only one Class SB Certificateholder, or (ii) at any time when there is more than one Class SB
Certificateholder if such Additional Certificate Security Balance is allocated on a pro rata basis among all
Class SB Certificates.
(d) For purposes of the foregoing, the "value" of any Class SB Certificate or any Additional
Certificate Security Balance added thereto shall be determined by the Seller in its sole discretion based on
reasonable cash flow assumptions and valuation methods, and any such determination shall be binding on the
Certificateholders. If the Seller is unable to determine the "value," the Owner Trustee shall determine the
"value" using the same assumptions and methods.
(e) The Owner Trustee, the Indenture Trustee and the Issuer agree to cooperate with each other and
the Depositor and the Seller and to cause no unreasonable delay in adjusting the Certificate Percentage Interests
of the Class SB Certificates pursuant to this Section 3.12 and the issuing of Capped Funding Notes in connection
with Section 4.01(d) of the Indenture.
Section 3.13. Subordination. Except as otherwise provided in the Basic Documents, for so long as any
Notes are outstanding or unpaid, the Certificateholders will generally be subordinated in right of payment, under
the Certificates or otherwise, to payments to the Noteholders under, or otherwise related to, the Indenture. If
an Event of Default has occurred and is continuing under the Indenture, the Certificates will be fully
subordinated to obligations owing by the Trust to the Noteholders and the Credit Enhancer under, or otherwise
related to, the Indenture, and no distributions will be made on the Certificates until the Noteholders and the
Indenture Trustee and the Credit Enhancer have been irrevocably paid in full.
Section 3.14. No Priority Among Certificates. All Certificateholders shall rank equally as to amounts
distributable upon the liquidation, dissolution or winding up of the Trust, with no preference or priority being
afforded to any Certificateholders over any other Certificateholders.
ARTICLE IV
Authority and Duties of Owner Trustee
Section 4.01. General Authority. The Owner Trustee is authorized and directed to execute and
deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached
as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment or
other agreement or instrument described herein, in each case, in such form as the Owner Trustee shall approve, as
evidenced conclusively by the Owner Trustee's execution thereof. In addition to the foregoing, the Owner Trustee
is obligated to take all actions required of the Trust pursuant to the Basic Documents.
Section 4.02. General Duties. The Owner Trustee shall be responsible to administer the Trust
pursuant to the terms of this Trust Agreement and the Basic Documents to which the Trust is a party and in the
interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this
Trust Agreement.
Section 4.03. Action upon Instruction. (a) Subject to this Article IV and in accordance with the
terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the
management of the Trust. Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to this Article IV.
(b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action
hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been
advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.
(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted
or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner
Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any
such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable
provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent
or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under
the circumstances) to the Certificateholders (with a copy to the Credit Enhancer) requesting instruction as to
the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any
written instructions received from Holders of Certificates representing a majority of the Security Balance
thereof, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee
shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall
be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the
Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee
shall have no liability to any Person for such action or inaction.
Section 4.04. No Duties Except as Specified under Specified Documents or in Instructions. The Owner
Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record,
sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party,
except as expressly provided (i) in accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 4.03; and no
implied duties or obligations shall be read into this Trust Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to
record this Trust Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the
Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the
ownership or the administration of the Owner Trust Estate.
Section 4.05. Restrictions. (a) The Owner Trustee shall not take any action (x) that is
inconsistent with the purposes of the Trust set forth in Section 2.03 or (y) that, to the actual knowledge of the
Owner Trustee, would result in the Trust becoming taxable as a corporation or a taxable mortgage pool for federal
income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate
the provisions of this Section 4.05.
(b) The Owner Trustee shall not convey or transfer any of the Trust's properties or assets,
including those included in the Trust Estate, to any person unless (a) it shall have received an Opinion of
Counsel to the effect that such transaction will not have any material adverse tax consequence to the Trust or
any Certificateholder and (b) such conveyance or transfer shall not violate the provisions of Section 3.16(b) of
the Indenture.
Section 4.06. Prior Notice to Certificateholders and the Credit Enhancer with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not take action unless, at least 30 days
before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Credit
Enhancer in writing of the proposed action and Holders of Certificates representing a majority of the Security
Balance thereof and the Credit Enhancer shall not have notified the Owner Trustee in writing prior to the 30th
day after such notice is given that such Certificateholders and the Credit Enhancer have withheld consent or
provided alternative direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in
connection with the collection of cash distributions due and owing under the Home Equity Loans) and the
compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of cash distributions due and owing under the Home Equity Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust (unless such
amendment is required to be filed under the Statutory Trust Statute);
(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent
of any Noteholder is required;
(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent
of any Noteholder is not required and such amendment materially adversely affects the interest of the
Certificateholders; and
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or
Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying
Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as
applicable.
Section 4.07. Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall
not have the power, except upon the direction of Certificateholders evidencing not less than a majority of the
outstanding Security Balance of the Certificates, and with the consent of the Credit Enhancer, to (a) remove the
Master Servicer under the Servicing Agreement pursuant to Section 7.01 thereof or (b) except as expressly
provided in the Basic Documents, sell the Home Equity Loans after the termination of the Indenture. The Owner
Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by
Certificateholders evidencing not less than a majority of the outstanding Security Balance of the Certificates
and with the consent of the Credit Enhancer.
Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The Owner Trustee shall not
have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and with the consent of the Credit Enhancer and the delivery to the Owner
Trustee by each such Certificateholder of a certificate certifying that such Certificateholder reasonably
believes that the Trust is insolvent.
Section 4.09. Restrictions on Certificateholders' Power. The Certificateholders shall not direct
the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to
any obligation of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic Documents or
would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if
given.
Section 4.10. Majority Control. Except as expressly provided herein, any action that may be taken
by the Certificateholders under this Trust Agreement may be taken by the Certificateholders evidencing not less
than a majority of the outstanding Security Balance of the Certificates. Except as expressly provided herein,
any written notice of the Certificateholders delivered pursuant to this Trust Agreement shall be effective if
signed by Certificateholders evidencing not less than a majority of the outstanding Security Balance of the
Certificates at the time of the delivery of such notice.
Section 4.11. Doing Business in Other Jurisdictions. Notwithstanding anything contained herein to
the contrary, neither Wilmington Trust Company nor the Owner Trustee shall be required to take any action in any
jurisdiction other than in the State of Delaware if the taking of such action will, even after the appointment of
a co-trustee or separate trustee in accordance with Section 9.05 hereof, (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of
Delaware; (ii) result in any fee, tax or other governmental charge under the laws of the State of Delaware
becoming payable by Wilmington Trust Company, or (iii) subject Wilmington Trust Company to personal jurisdiction
in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by Wilmington Trust Company or the Owner Trustee, as the case may be,
contemplated hereby.
Section 4.12. Removal of Home Equity Loans. Certificateholders holding 100% of the Certificate
Percentage Interests of the Class SB Certificates may, by delivering a written request to the Owner Trustee to
such effect, cause the removal of Home Equity Loans from the Trust Estate in accordance with and subject to the
provisions of Section 3.15(b) of the Servicing Agreement. Promptly following receipt of any such request, the
Owner Trustee shall deliver to the Master Servicer the written notice and request required to be delivered to the
Master Servicer pursuant to Section 3.15(b) of the Servicing Agreement. Any Home Equity Loans removed from the
Trust Estate pursuant to Section 3.15(b) of the Servicing Agreement shall be property of the Issuer and, upon the
written request of the Class SB Certificateholders holding 100% of the Certificate Percentage Interests of the
Class SB Certificates, be released to the Class SB Certificateholders as a dividend and in accordance with the
written instructions of such Certificateholders..
ARTICLE V
Application of Trust Funds
Section 5.01. Distributions. (a) On each Payment Date, the Certificate Paying Agent shall
distribute to the Certificateholders all funds on deposit in the Certificate Distribution Account and available
therefor (as provided in Section 3.05 of the Indenture), as the Certificate Distribution Amount for such Payment
Date. All distributions made pursuant to this Section shall be distributed to the Certificateholders pro rata
based on the respective Percentage Interests thereof.
(b) In the event that any withholding tax is imposed on the distributions (or allocations of
income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder
in accordance with this Section 5.01. The Certificate Paying Agent is hereby authorized and directed to retain
or cause to be retained from amounts otherwise distributable to the Certificateholders sufficient funds for the
payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee
from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by
the Certificate Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance
with this paragraph (b).
(c) Distributions to Certificateholders shall be subordinated to the creditors of the Trust,
including the Noteholders and the Credit Enhancer.
(d) Allocations of profits and losses, as determined for federal income tax purposes, shall be made
to the Certificateholders on a pro rata basis based on the Certificate Percentage Interests thereof.
Section 5.02. Method of Payment. Subject to Section 8.01(c), distributions required to be made to
Certificateholders on any Payment Date as provided in Section 5.01 shall be made to each Certificateholder of
record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of
such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to
such Payment Date or, if not, by check mailed to such Certificateholder at the address of such Holder appearing
in the Certificate Register.
Section 5.03. Signature on Returns. The Owner Trustee shall sign on behalf of the Trust the tax
returns of the Trust.
Section 5.04. Statements to Certificateholders. On each Payment Date, the Certificate Paying Agent
shall send to each Certificateholder the statement or statements provided to the Owner Trustee and the
Certificate Paying Agent by the Master Servicer pursuant to Section 4.01 of the Servicing Agreement with respect
to such Payment Date.
Section 5.05. Tax Reporting. So long as the Depositor or any Affiliate of the Depositor owns 100%
of the Certificates (the "Original Certificateholder"), then no separate federal and state income tax returns and
information returns or statements will be filed with respect to the Trust. If the Original Certificateholder is
no longer the sole Certificateholder, the subsequent holders of the Class SB Certificates by their acceptance
hereof, agree to appoint the Original Certificateholder as their agent for the tax matters partner and the
Original Certificateholder, as agent for such holders, agrees to perform all duties necessary to comply with
federal and state income tax laws.
Any Certificateholder that holds 100% of the Class SB Certificates agrees by its purchase of 100% of the
Class SB Certificates to treat the Trust as a disregarded entity wholly owned by such Certificateholder for
purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income,
with the assets of the Trust being treated as being owned by such Certificateholder, and the Notes being debt of
the Certificateholder.
Section 5.06. Reports to the Master Servicer. In connection with the preparation and filing by the
Master Servicer, on behalf of the Depositor and in respect of the Trust, of periodic reports required to be filed
under the provisions of the Exchange Act and the rules and regulations of the Commission thereunder, the
Depositor shall timely provide to the Master Servicer all material information available to them which is
required to be included in such reports.
Section 5.07 Derivative Contracts.
(a) The Owner Trustee shall, at the direction of the Master Servicer, on behalf the Trust Estate,
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 Section 5.07(b) and (c). 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 Owner Trustee. In addition, in the event any such instrument is deposited, the Trust Estate 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 Estate 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
Estate must (i) be without recourse to the assets of the Trust Estate, (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 Estate's rights (but none of its obligations)
under such Derivative Contract to the Owner Trustee on behalf of the Class SB Certificateholders and shall
include an express consent to 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 Estate and its Affiliates against such Derivative
Counterparty's payment obligations thereunder.
(d) Nothwithstanding the provisions of paragraphs (a), (b) and (c) of this Section 5.07, no Derivative
Contract shall (i) provide for the payment of any amounts that would otherwise be payable to the Holders of any
Class of Notes or the Credit Enhancer, or (ii) materially adversely affect the rights of the Holders of any Class
of Notes or the Credit Enhancer.
ARTICLE VI
Concerning the Owner Trustee
Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created
and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Trust
Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys actually
received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under
any circumstances, except (i) for its own willful misconduct, negligence or bad faith or negligent failure to act
or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.03 expressly made
by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in
the preceding sentence):
(a) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to
expend or risk funds or otherwise incur any financial liability in the performance of any of its rights, duties
or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or
provided to it;
(b) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or
arising under any of the Basic Documents, including the principal of and interest on the Notes;
(c) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of
this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or
sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on
the Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any
liability, duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided
for herein or expressly agreed to in the Basic Documents;
(d) The execution, delivery, authentication and performance by it of this Trust Agreement will not
require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or
the taking of any other action with respect to, any governmental authority or agency;
(e) The Owner Trustee shall not be liable for the default or misconduct of the Depositor, the
Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee
shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the
Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Seller
under the Home Equity Loan Purchase Agreement; and
(f) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested
in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this
Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order
or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the
Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in
this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.
Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish to the Securityholders and
the Credit Enhancer promptly upon receipt of a written reasonable request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to
the Trust under the Basic Documents.
Section 6.03. Representations and Warranties. The Owner Trustee hereby represents and warrants to
the Depositor, for the benefit of the Certificateholders and the Credit Enhancer, that:
(a) It is a banking corporation duly organized and validly existing in good standing under the laws
of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its
obligations under this Trust Agreement;
(b) It has taken all corporate action necessary to authorize the execution and delivery by it of
this Trust Agreement, and this Trust Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Trust Agreement on its behalf;
(c) Neither the execution nor the delivery by it of this Trust Agreement, nor the consummation by
it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of
the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents
or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of
its properties may be bound;
(d) This Trust Agreement, assuming due authorization, execution and delivery by the Owner Trustee
and the Depositor, constitutes a valid, legal and binding obligation of the Owner Trustee, 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;
(e) The Owner Trustee 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
Owner Trustee or its properties or might have consequences that would materially adversely affect its performance
hereunder; and
(f) No litigation is pending or, to the best of the Owner Trustee's knowledge, threatened against
the Owner Trustee which would prohibit its entering into this Trust Agreement or performing its obligations under
this Trust Agreement.
Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to
anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by
the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence that such resolution has been
duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of
determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely
on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers
of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
(b) In the exercise or administration of the Trust hereunder and in the performance of its duties
and obligations under this Trust Agreement or the Basic Documents, the Owner Trustee (i) may act directly or
through its agents, attorneys, custodians or nominees (including persons acting under a power of attorney)
pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct
or misconduct of such agents, attorneys, custodians or nominees (including persons acting under a power of
attorney) if such persons have been selected by the Owner Trustee with reasonable care, and (ii) may consult with
counsel, accountants and other skilled persons to be selected with reasonable care and employed by it at the
expense of the Trust. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith
by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not
contrary to this Trust Agreement or any Basic Document.
Section 6.05. Not Acting in Individual Capacity. Except as provided in this Article VI, in
accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in
its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment
or satisfaction thereof.
Section 6.06. Owner Trustee Not Liable for Certificates or Related Documents. The recitals
contained herein and in the Certificates (other than the signatures of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the
correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust
Agreement, of any Basic Document or of the Certificates (other than the signatures of the Owner Trustee on the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall at no time have any
responsibility or liability with respect to the sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to Certificateholders under this Trust Agreement or the Noteholders under the
Indenture, including, the compliance by the Depositor or the Seller with any warranty or representation made
under any Basic Document or in any related document or the accuracy of any such warranty or representation, or
any action of the Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee taken in the name
of the Owner Trustee.
Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or
any other capacity may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the
Seller, the Certificate Paying Agent, the Certificate Registrar and the Indenture Trustee in transactions with
the same rights as it would have if it were not Owner Trustee.
ARTICLE VII
Compensation of Owner Trustee
Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall receive as compensation
for its services hereunder such fees as have been separately agreed upon before the date hereof, and the Owner
Trustee shall be reimbursed for its reasonable expenses hereunder and under the Basic Documents, including the
reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may reasonably employ in connection with the exercise and performance of its rights and its duties
hereunder and under the Basic Documents which shall be payable by the Master Servicer pursuant to Section 3.09 of
the Servicing Agreement.
Section 7.02. Indemnification. The holder of the majority of the Certificate Percentage Interest of
the Class SB Certificates shall indemnify, defend and hold harmless the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Trust Agreement, the Basic Documents, the Owner
Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee
hereunder, provided, that:
(a) the holder of the majority of the Certificate Percentage Interest of the Certificates
shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or
resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as a result of any inaccuracy
of a representation or warranty contained in Section 6.03 expressly made by the Owner Trustee;
(b) with respect to any such claim, the Indemnified Party shall have given the holder of
the majority of the Certificate Percentage Interest of the Certificates written notice thereof promptly after the
Indemnified Party shall have actual knowledge thereof;
(c) while maintaining control over its own defense, the holder of the majority of the
Certificate Percentage Interest of the Certificates shall consult with the Indemnified Party in preparing such
defense; and
(d) notwithstanding anything in this Trust Agreement to the contrary, the holder of the
majority of the Certificate Percentage Interest of the Certificates shall not be liable for settlement of any
claim by an Indemnified Party entered into without the prior consent of the holder of the majority of the
Certificate Percentage Interest of the Certificates which consent shall not be unreasonably withheld.
The indemnities contained in this Section shall survive the resignation or termination of the Owner
Trustee or the termination of this Trust Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if other
than the legal counsel retained by the Owner Trustee in connection with the execution and delivery of this Trust
Agreement, shall be subject to the approval of the holder of the majority of the Certificate Percentage Interest
of the Class SB Certificates, which approval shall not be unreasonably withheld. In addition, upon written
notice to the Owner Trustee and with the consent of the Owner Trustee which consent shall not be unreasonably
withheld, the holder of the majority of the Certificate Percentage Interest of the Class SB Certificates has the
right to assume the defense of any claim, action or proceeding against the Owner Trustee.
ARTICLE VIII
Termination of Trust Agreement
Section 8.01. Termination of Trust Agreement. (a) This Trust Agreement (other than this Article
VIII) and the Trust shall terminate and be of no further force or effect upon the earliest of (i) the final
distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms
of the Indenture and this Trust Agreement or (ii) the purchase by the Master Servicer of all Home Equity Loans
pursuant to Section 8.08 of the Servicing Agreement; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date
hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x)
operate to terminate this Trust Agreement or the Trust or (y) 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 all or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.
(b) Except as provided in Section 8.01(a), neither the Depositor nor any Certificateholder shall be
entitled to revoke or terminate the Trust.
(c) Notice of any termination of the Trust, specifying the Payment Date upon which
Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the final
distribution and cancellation, shall be given by the Certificate Paying Agent by letter to Certificateholders and
the Credit Enhancer mailed within five Business Days of receipt of notice of such termination from the Owner
Trustee, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be
made upon presentation and surrender of the Certificates at the office of the Certificate Paying Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and surrender of the Certificates at
the office of the Certificate Paying Agent therein specified. The Certificate Paying Agent shall give such
notice to the Owner Trustee and the Certificate Registrar at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the Certificate Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section
5.01. No such termination is permitted if it would result in a draw on the Policy unless the Credit Enhancer
consents in writing.
In the event that all of the Certificateholders shall not surrender their Certificates for cancellation
within six months after the date specified in the above mentioned written notice, the Certificate Paying Agent
shall give a second written notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. Subject to applicable laws with respect to
escheat of funds, if within one year following the Payment Date on which final payment of the Certificates was to
have been made pursuant to Section 3.10, all the Certificates shall not have been surrendered for cancellation,
the Certificate Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall
be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining
in the Certificate Distribution Account after exhaustion of such remedies shall be distributed by the Certificate
Paying Agent to the holder of the majority of the Certificate Percentage Interest of the Certificates.
(d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the
Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810(c) of the Statutory Trust Statute.
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees
Section 9.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times be a
corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; authorized 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 authorities; and having (or having a parent that has) long-term debt
obligations with a rating of at least A by Standard & Poor's, Moody's and/or Fitch Ratings. If such corporation
shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose 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 Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section 9.01, the Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 9.02.
Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any time resign and be
discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Credit Enhancer,
the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall
promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably
withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner
Trustee.
If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section
9.01 and shall fail to resign after written request therefor by the Indenture Trustee, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the
Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the
Indenture Trustee shall remove the Owner Trustee under the authority of the immediately preceding sentence, the
Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written
instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so
removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to
any of the provisions of this Section shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.
Section 9.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section
9.02 shall execute, acknowledge and deliver to the Indenture Trustee and to its predecessor Owner Trustee an
instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the
predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner
Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Trust Agreement; and the predecessor Owner Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time
of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 9.01.
Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, the Indenture
Trustee shall mail notice thereof to all Certificateholders, the Credit Enhancer, the Noteholders and the Rating
Agencies. If the Indenture Trustee shall fail to mail such notice within 10 days after acceptance of such
appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at
the expense of the Indenture Trustee.
Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into which the Owner Trustee may
be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion
or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder,
without the execution or filing of any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section
9.01 and, provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the
Rating Agencies.
Section 9.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions
of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Owner Trust Estate may at the time be located, the Owner Trustee shall have the power and
shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the
Owner Trustee, or as separate trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Owner Trustee may consider necessary
or desirable. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms
of eligibility pursuant to Section 9.01 and no notice of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 9.03.
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:
(a) All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be
conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not authorized to act separately without the
Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Owner 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
Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;
(b) No trustee under this Trust Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Trust Agreement; and
(c) The Owner Trustee may at any time accept the resignation of or remove any separate trustee or
co-trustee.
Any notice, request or other writing given to the Owner 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 Trust Agreement and the conditions of this
Article IX. 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 Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically
including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee.
Any separate trustee or co-trustee may at any time appoint the Owner Trustee as 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 Trust 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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.
ARTICLE X
Miscellaneous
Section 10.01. Amendments. (a) This Trust Agreement may be amended from time to time by the parties
hereto as specified in this Section 10.01, with the prior written consent of the Credit Enhancer, provided that
any amendment, except as provided in subparagraph (e) below, be accompanied by an Opinion of Counsel, to the
Owner Trustee and the Credit Enhancer, to the effect that such amendment (i) complies with the provisions of this
Section and (ii) will not cause the Trust to be subject to an entity level tax.
(b) If the purpose of the amendment (as detailed therein) is to deal with any matter not covered in
this Trust Agreement (i.e., to give effect to the intent of the parties), it shall not be necessary to obtain the
consent of any Holders, but the Owner Trustee and the Credit Enhancer shall be furnished with (A) a letter from
the Rating Agencies that the amendment will not result in the downgrading or withdrawal of the rating then
assigned to any Security if determined without regard to the Policy and (B) an Opinion of Counsel to the effect
that such action will not adversely affect in any material respect the interests of any Holders or the Credit
Enhancer, and the consent of the Credit Enhancer shall be obtained.
(c) If the purpose of the amendment is to prevent the imposition of any federal or state taxes at
any time that any Security is outstanding (i.e., technical in nature), it shall not be necessary to obtain the
consent of any Holder, but the Owner Trustee and the Credit Enhancer shall be furnished with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition of such taxes and is not materially
adverse to any Holder or the Credit Enhancer and the consent of the Credit Enhancer shall be obtained.
(d) If the purpose of the amendment is to add or eliminate or change any provision of the Trust
Agreement other than as contemplated in (b) and (c) above, the amendment shall require (A) the consent of the
Credit Enhancer and an Opinion of Counsel to the effect that such action will not adversely affect in any
material respect the interests of any Holders or the Credit Enhancer and (B) either (a) a letter from the Rating
Agency that the amendment will not result in the downgrading or withdrawal of the rating then assigned to any
Security if determined without regard to the Policy or (b) the consent of Holders of Certificates evidencing a
majority of the Certificate Percentage Interest of the Certificates and the Indenture Trustee; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
that are required to be distributed on any Certificate without the consent of the related Certificateholder and
the Credit Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all such Certificates then outstanding.
(e) If the purpose of the amendment is to provide for the holding of any of the Certificates in
book-entry form, it shall require the consent of Holders of all such Certificates then outstanding; provided,
that the Opinion of Counsel specified in subparagraph (a) above shall not be required.
(f) If the purpose of the amendment is to provide for the issuance of additional certificates
representing an interest in the Trust, it shall not be necessary to obtain the consent of any Holder, but the
Owner Trustee and the Credit Enhancer shall be furnished with (A) an Opinion of Counsel to the effect that such
action will not adversely affect in any material respect the interests of any Holders or the Credit Enhancer and
(B) a letter from the Rating Agencies that the amendment will not result in the downgrading or withdrawal of the
rating then assigned to any Security, if determined without regard to the Policy and the consent of the Credit
Enhancer shall be obtained.
(g) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder, the Indenture
Trustee, the Credit Enhancer and each of the Rating Agencies. It shall not be necessary for the consent of
Certificateholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust
Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.
(h) In connection with the execution of any amendment to any agreement to which the Trust is a
party, other than this Trust Agreement, the Owner Trustee shall be entitled to receive and conclusively rely upon
an Opinion of Counsel to the effect that such amendment is authorized or permitted by the documents subject to
such amendment and that all conditions precedent in the Basic Documents for the execution and delivery thereof by
the Trust or the Owner Trustee, as the case may be, have been satisfied.
Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause
the filing of such amendment with the Secretary of State of the State of Delaware.
Section 10.02. No Legal Title to Owner Trust Estate. The Certificateholders shall not have legal
title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions
with respect to their undivided beneficial interest therein only in accordance with Articles V and VIII. No
transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the
Owner Trust Estate
Section 10.03. Limitations on Rights of Others. Except for Section 2.07, the provisions of this
Trust Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the
Credit Enhancer and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than Section 2.07), whether express or implied, shall be construed to give
to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Trust Agreement or any covenants, conditions or provisions contained herein.
Section 10.04. Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing and shall be deemed given upon receipt, if to the Owner Trustee, addressed to
Wilmington Trust Company, Corporate Trust Administration, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration; if to the Depositor, addressed to
Residential Funding Mortgage Securities II, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; if to the Credit Enhancer, addressed to MBIA Insurance Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇; if to the Rating Agencies, addressed to Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Structured Finance Department -
MBS or, as to each party, at such other address as shall be designated by such party in a written notice to each
other party.
(b) Any notice required or permitted to be given 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 Trust Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
(c) A copy of any notice delivered to the Owner Trustee or the Trust shall also be delivered to the
Depositor.
Section 10.05. Severability. Any provision of this Trust Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
Section 10.06. Separate Counterparts. This Trust Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 10.07. Successors and Assigns. All representations, warranties, covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the Depositor, the Owner Trustee and
its successors and each Certificateholder and its successors and permitted assigns, all as herein provided and
the Credit Enhancer. Any request, notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such Certificateholder.
Section 10.08. No Petition. The Owner Trustee, by entering into this Trust Agreement and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any
obligations to the Certificates, the Notes, this Trust Agreement or any of the Basic Documents.
Section 10.09. No Recourse. Each Certificateholder by accepting a Certificate acknowledges that such
Certificateholder's Certificates represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Depositor, the Seller, the Owner Trustee, the Indenture Trustee or any Affiliate thereof
and no recourse may be had against such parties or their assets, except as may be expressly set forth or
contemplated in this Trust Agreement, the Certificates or the Basic Documents.
Section 10.10. Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Section 10.11. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.12. Integration. This Trust Agreement constitutes the entire agreement among the parties
hereto pertaining to the subject matter hereof and supersedes all prior agreements and understanding pertaining
thereto.
Section 10.13. Rights of Credit Enhancer. (a) By accepting its Class SB Certificate, each Class SB
Certificateholder agrees that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the right
to exercise all rights of the Class SB Certificateholders under this Agreement without any further consent of the
Class SB Certificateholders. Nothing in this Section, however, shall alter or modify in any way, the fiduciary
obligations of the Owner Trustee to the Class SB Certificateholders pursuant to this Agreement, or create any
fiduciary obligation of the Owner Trustee to the Credit Enhancer. The Credit Enhancer is an express third-party
beneficiary to this Agreement.
(b) From and after the date on which the Notes are no longer outstanding under the Indenture and no
amounts are owed to the Credit Enhancer pursuant to the terms of the Insurance Agreement, including but not
limited to, amounts owed to the Credit Enhancer in respect of draws made on the Policy and for unpaid premiums,
the Credit Enhancer shall have no rights or benefits hereunder and all references to the Credit Enhancer in this
Trust Agreement shall be disregarded.
ARTICLE XI
COMPLIANCE WITH REGULATION AB
Section 11.01. Intent of the Parties; Reasonableness . The Depositor and Wilmington acknowledge and
agree that the purpose of this Article XI 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. Wilmington 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 reasonable requests made by the Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
Wilmington shall cooperate in good faith with any reasonable request by the Depositor for information regarding
Wilmington that is necessary or required, in the reasonable, good faith determination of the Depositor, to permit
the Depositor to comply with the provisions of Regulation AB.
Section 11.02. Additional Representations and Warranties of Wilmington.
(a) Wilmington shall be deemed to represent and warrant to the Depositor as of the date hereof and
on each date on which information is provided to the Depositor under Sections 11.01, 11.02(b) or 11.03 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 Wilmington; (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 the Trust
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
Noteholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of Regulation AB)
relating to Wilmington 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 each of
such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Trust
Agreement, as identified by the Depositor to Wilmington 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) Wilmington is not an affiliate (as
contemplated by Item 1119(a) of Regulation AB) of any Transaction Party. The Depositor shall notify Wilmington
of any change in the identity of a Transaction Party after the Closing Date at least five (5) Business Days prior
to January 31 of each calendar year.
(b) If so requested by the Depositor on any date following the Closing Date, Wilmington 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 questioning the accuracy of any of the representations and warranties.
Section 11.03. Information to Be Provided by Wilmington.
(a) For so long as the Notes are outstanding, for the purpose of satisfying the Depositor's
reporting obligation under the Exchange Act with respect to any class of Notes, Wilmington shall provide to the
Depositor a written description of (i) the commencement of, a material development in or, if applicable, the
termination of, any and all legal proceedings against Wilmington or any and all proceedings of which any property
of Wilmington is the subject, that would be material to Noteholders; and (ii) any such proceedings known to be
contemplated by governmental authorities that would be material to Noteholders. Wilmington shall also notify the
Depositor, in writing, as promptly as practicable following notice to or discovery by a Responsible Officer of
Wilmington of any material changes to proceedings described in the preceding sentence. In addition, Wilmington
will furnish to the Depositor, in writing, the necessary disclosure regarding Wilmington describing such
proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed by or on
behalf of the Depositor pursuant to the Exchange Act. The Depositor will allow Wilmington to review any
disclosure relating to material litigation against Wilmington prior to filing such disclosure with the Commission
to the extent the Depositor changes the information provided by Wilmington. Any descriptions required with
respect to legal proceedings, as well as updates to previously provided descriptions, under this Section 11.03(a)
shall be given no later than five Business Days prior to the Determination Date following the month in which the
relevant event occurs.
(b) For so long as the Notes are outstanding, for the purpose of satisfying the Depositor's
reporting obligation under the Exchange Act with respect to any class of Notes, Wilmington shall, no later than
January 31 of each calendar year, (i) provide to the Depositor such information regarding Wilmington as is
required for the purpose of compliance with Item 1119 of Regulation AB; provided, however, Wilmington shall not
be required to provide such information in the event that there has been no change to the information previously
provided by Wilmington to the Depositor; and (ii) as promptly as practicable following notice to or discovery by
a Responsible Officer of Wilmington of any changes to such information, provide to the Depositor, in writing,
such updated information. Such information shall include, at a minimum, a description of any affiliation between
Wilmington and any of the following parties to the Securitization Transaction contemplated by the Trust
Agreement, as such parties and their affiliates are identified to Wilmington by the Depositor in connection with
the closing of each Securitization Transaction or, if there has been a change in any such party, as such party is
identified by the Depositor in a written notice to Wilmington at least five (5) Business Days prior to January 31
of each calendar year:
(1) the sponsor;
(2) any depositor;
(3) the issuing entity;
(4) any servicer;
(5) any other trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material party related to any Securitization Transaction.
In addition, Wilmington shall provide a description of whether there is, and if so the general character
of, any business relationship, agreement, arrangement, transaction or understanding between Wilmington and any
above-listed party that is entered into outside the ordinary course of business or is on terms other than would
be obtained in an arm's length transaction with an unrelated third party, apart from the Securitization
Transaction contemplated by the Trust Agreement, that currently exists or that existed during the past two years
and that is material to an investor's understanding of the Notes.
(c) As of the related Payment Date with respect to each Report on Form 10-D with respect to the
Notes filed by or on behalf of the Depositor, and as of March 15 preceding the date each Report on Form 10-K with
respect to the Notes is filed, Wilmington shall be deemed to represent and warrant that any information
previously provided by Wilmington under this Article XI is materially correct and does not have any material
omissions unless Wilmington has provided an update to such information.
Section 11.04. Indemnification; Remedies.
(a) Wilmington shall indemnify the Depositor, each affiliate of the Depositor, Residential Funding
and each affiliate of Residential Funding, 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 claims, losses,
liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including
reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of
investigations) 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 or other material provided under Sections 11.01, 11.02 or
11.03 of this Article XI by or on behalf of Wilmington (collectively, the "Wilmington Information"), or (B) the
omission or alleged omission to state in Wilmington Information a material fact required to be stated in
Wilmington Information or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; or
(ii) any failure by Wilmington to deliver any information, report,
certification or other material when and as required under Sections 11.02 and 11.03.
(b) In the case of any failure of performance described in clause (ii) of Section 11.04(a),
Wilmington shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order
to obtain the information, report, certification or other material not delivered by Wilmington as required and
(ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
(c) The Depositor and Residential Funding shall indemnify Wilmington, each affiliate of Wilmington
and the respective present and former directors, officers, employees and agents of Wilmington, 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 by or on behalf of the Depositor or Residential Funding 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.
(d) Notwithstanding any provision in this Section 11.04 to the contrary, the parties agree that
none of Wilmington, the Depositor or Residential Funding shall be liable to the other for any consequential or
punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other
legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to
third party claims made against a party.
IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
WILMINGTON TRUST COMPANY, not
in its individual capacity but solely as
Owner Trustee, except with respect
to the representations and warranties
contained in Section 6.03 hereof,
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Financial Services Officer
Acknowledged and Agreed:
JPMORGAN CHASE BANK, N.A.
Indenture Trustee, as Certificate
Registrar and Certificate
Paying Agent
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
EXHIBIT A
FORM OF CLASS SB CERTIFICATE
THIS CLASS SB CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE TERM NOTES AND THE
VARIABLE FUNDING NOTES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CLASS SB CERTIFICATE IS ISSUED IN THE PERCENTAGE INTEREST SET FORTH BELOW; HOWEVER, THE
PERCENTAGE INTEREST OF THIS CERTIFICATE MAY CHANGE IN ACCORDANCE WITH SECTION 3.12 OF THE AGREEMENT. THE HOLDER
OF THIS CLASS SB CERTIFICATE HEREBY CONSENTS TO ANY CHANGE IN ITS CERTIFICATE PERCENTAGE INTEREST IN ACCORDANCE
WITH SUCH SECTION.
THIS CLASS SB 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 LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.05 OF THE AMENDED AND RESTATED TRUST AGREEMENT ("THE AGREEMENT").
NO TRANSFER OF THIS CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR SHALL
HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CLASS SB CERTIFICATE TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION RESTRICTIONS
AND THE FIDUCIARY RESPONSIBILITY REQUIREMENTS 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"), ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON USING "PLAN ASSETS," WITHIN THE MEANING OF THE
DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, TO ACQUIRE THIS CLASS SB CERTIFICATE, OF ANY SUCH PLAN (EACH,
A "PLAN INVESTOR") OR (II) IF THIS CLASS SB CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN
INVESTOR, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CLASS SB CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A 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 DEPOSITOR, THE OWNER TRUSTEE, THE MASTER SERVICER OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THE TRANSFEREE OF THIS CLASS SB CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL
WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS
CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION OR PARTNERSHIP UNDER U.S. LAW.
THIS CLASS SB CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER, THE
DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES,
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT OR THE OTHER BASIC DOCUMENTS.
Certificate No. 1
Cut-off Date:
July 1, 2006
Date of Trust Agreement:
July 28, 2006
First Payment Date: Certificate Percentage Interest of
August 25, 2006 this Certificate: 100%
Assumed Final Payment Date:
July 25, 2036
HOME EQUITY LOAN-BACKED CERTIFICATE
SERIES 2006-HSA4
evidencing a fractional undivided interest in the Owner Trust Estate, the property of which
consists primarily of the Home Equity Loans, created by RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
(hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to
below).
This Class SB Certificate is payable solely from the assets of the Owner Trust Estate, and does
not represent an obligation of or interest in the Depositor, the Seller, the Master Servicer, the Indenture
Trustee, the Owner Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. This Class SB Certificate is
not guaranteed or insured by any governmental agency or instrumentality or by the Depositor, the Seller, the
Master Servicer, the Indenture Trustee, the Owner Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Seller, the Master Servicer, the Indenture Trustee, the Owner Trustee,
GMAC Mortgage Group, Inc. 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 Pramwave & Co. is the registered owner of the Certificate Percentage
Interest evidenced by this Class SB Certificate (as set forth on the face hereof) in certain distributions with
respect to the Owner Trust Estate, consisting primarily of the Home Equity Loans, created by Residential Funding
Mortgage Securities II, Inc. The Trust (as defined herein) was created pursuant to a Trust Agreement dated as
specified above (as amended and supplemented from time to time, the "Agreement") between the Depositor and
Wilmington Trust Company, as owner trustee (the "Owner Trustee," which term includes any successor entity under
the Agreement), 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 Class SB
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class SB 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 "Payment Date"),
commencing on the first Payment Date specified above, to the Person in whose name this Class SB 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"), in an amount equal to the pro rata portion evidenced by this Class SB Certificate (based on the
Certificate Percentage Interest stated on the face hereon) of the Certificate Distribution Amount, if any,
required to be distributed to Holders of Certificates on such Payment Date. Distributions on this Class SB
Certificate will be made as provided in the Agreement by the Certificate Paying Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of
this Class SB Certificate or the making of any notation hereon.
Except as otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Class SB Certificate will be made after due notice by the Certificate Paying Agent of the
pendency of such distribution and only upon presentation and surrender of this Class SB Certificate at the office
or agency maintained by the Certificate Registrar for that purpose in the City and State of New York. The
initial Security Balance of this Class SB Certificate is set forth above. The Security Balance hereof will be
reduced to the extent of the distributions allocable to principal.
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
Certificate Registrar or the Depositor may require an opinion of counsel acceptable to and in form and substance
satisfactory to the Certificate Registrar 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 in the Agreement and (iii) the Certificate Registrar shall
require the transferee to execute an investment letter and a Certificate of Non-Foreign Status in the form
described by the Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion of Counsel as
described in the Agreement), which investment letter and certificate or Opinion of Counsel shall not be at the
expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Depositor,
the Master Servicer and the Certificate Registrar 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. In connection with any such transfer, the
Certificate Registrar (unless otherwise directed by the Depositor) will also require either (i) a representation
letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction restrictions or the fiduciary responsibility requirements of
ERISA or Section 4975 of the Code, any person acting, directly or indirectly, on behalf of any such plan or any
Person using the "plan assets," within the meaning of the Department of Labor regulations at 29 C.F.R.
ss.2510.3-101, of any such plan to effect such acquisition (each, a "Plan Investor") or (ii) if this Class SB
Certificate is presented for registration in the name of a Plan Investor, an opinion of counsel to the effect
that the purchase or holding of this Class SB Certificate is permissible under applicable law, will not
constitute or result in a 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 Depositor, the Owner Trustee, the
Master Servicer or the Certificate Registrar to any obligation or liability in addition to those undertaken in
the Agreement.
This Class SB Certificate is one of a duly authorized issue of Certificates designated as Home
Equity Loan-Backed Certificates of the Series specified hereon (herein collectively called the "Certificates").
All terms used in this Class SB Certificate which are defined in the Agreement shall have the meanings assigned
to them in the Agreement.
The Certificateholder, by its acceptance of this Class SB Certificate, agrees that it will look
solely to the funds on deposit in the Certificate Distribution Account that have been released from the Lien of
the Indenture for payment hereunder and that neither the Owner Trustee in its individual capacity nor the
Depositor is personally liable to the Certificateholders for any amount payable under this Class SB Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
The Holder of this Class SB Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Class SB Certificate are subordinated to the rights of the Noteholders as
described in the Indenture, dated as of July 28, 2006, between Home Equity Loan Trust 2006-HSA4 (the "Trust") and
JPMorgan Chase Bank, N.A., as Indenture Trustee (the "Indenture").
Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Certificates, the Notes, the Agreement or any of the Basic
Documents.
The Agreement permits the amendment thereof as specified below, provided that any amendment be
accompanied by the consent of the Credit Enhancer and an Opinion of Counsel to the Owner Trustee to the effect
that such amendment complies with the provisions of the Agreement and will not cause the Trust to be subject to
an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency,
cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any
Holder, but the Owner Trustee and the Credit Enhancer shall be furnished with a letter from the Rating Agencies
that the amendment will not result in the downgrading or withdrawal of the rating then assigned to any Security
if determined without regard to the Policy and the consent of the Credit Enhancer shall be obtained. If the
purpose of the amendment is to prevent the imposition of any federal or state taxes at any time that any Security
is outstanding, it shall not be necessary to obtain the consent of any Holder, but the Owner Trustee and the
Credit Enhancer shall be furnished with an Opinion of Counsel that such amendment is necessary or helpful to
prevent the imposition of such taxes and is not materially adverse to any Holder or the Credit Enhancer and the
consent of the Credit Enhancer shall be obtained. If the purpose of the amendment is to add or eliminate or
change any provision of the Agreement, other than as specified in the preceding two sentences, the amendment
shall require either (a) a letter from the Rating Agencies that the amendment will not result in the downgrading
or withdrawal of the rating then assigned to any Security, if determined without regard to the Policy or (b) the
consent of Holders of a majority of the Certificate Percentage Interests of the Certificates and the Indenture
Trustee; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the
time of, payments received that are required to be distributed on any Certificate without the consent of the
related Certificateholder and the Credit Enhancer, or (ii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment without the consent of the Holders of all such
Certificates then outstanding.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Class SB Certificate is registerable in the Certificate Register upon surrender of this Class SB
Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained in
the City and State of New York, accompanied by a written instrument of transfer in form satisfactory to 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 aggregate Certificate
Percentage Interest will be issued to the designated transferee. The initial Certificate Registrar appointed
under the Agreement is the Indenture Trustee.
Except as provided in the Agreement, the Certificates are issuable only in minimum
denominations of a 10.0000% Certificate Percentage Interest and in integral multiples of a 0.0001% Certificate
Percentage Interest in excess thereof. As provided in the Agreement and subject to certain limitations therein
set forth, the Certificates are exchangeable for new Certificates of authorized denominations, as requested by
the Holder surrendering the same. This Class SB Certificate is issued in the Certificate Percentage Interest
above; however, the Certificate Percentage Interest of this Class SB Certificate may change in accordance with
Section 3.12 of the Agreement. The Holder of this Class SB Certificate hereby consents to any change in its
Certificate Percentage Interest in accordance with such Section.
No service charge will be made for any such registration of transfer or exchange, but the Owner
Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of the
Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar may treat the Person in whose name this
Class SB Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the
Certificate Paying Agent, the Certificate Registrar or any such agent shall be affected by any notice to the
contrary.
This Class SB Certificate shall be governed by and construed in accordance with the laws of the
State of Delaware.
The obligations created by the Agreement in respect of the Certificates and the Trust created
thereby shall terminate upon the earliest of (i) the final distribution of all moneys or other property or
proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and the Agreement or (ii) the
purchase by the Master Servicer of all Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement.
Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, or an authenticating agent by manual signature, this Class SB Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Class SB Certificate to be duly executed.
HOME EQUITY LOAN TRUST 2006-HSA4
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Owner
Trustee
Dated: July 28, 2006 By: _________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By: ______________________________
Authorized Signatory
or JPMORGAN CHASE BANK, N.A.,
not in its individual capacity but solely,
as Authenticating Agent of the Trust
Dated: July 28, 2006
By: ______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE___________________________________
_____________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
____________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________________to transfer said Certificate on the
books of the Certificate Registrar, with full power of substitution in the premises.
Dated:__________________________
_____________________________________*/
Signature Guaranteed:
____________________________*/
_________________
*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the
within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature
must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds to
for the account of _________________________ , account number ______________,
or, if mailed by check, to ______________.
Applicable statements should be mailed to __________________.
______________________________
Signature of assignee or agent
(for authorization of wire transfer only)
EXHIBIT B
TO THE TRUST AGREEMENT
CERTIFICATE OF TRUST
OF
HOME EQUITY LOAN TRUST 2006-HSA4
THIS Certificate of Trust of Home Equity Loan Trust 2006-HSA4 (the "Trust") is being duly executed and
filed by Wilmington Trust company, a Delaware banking corporation, as owner trustee, to form a statutory trust
under the Delaware Statutory Trust Act (12 Del. Css.3801 et seq.).
1. Name: The name of the statutory trust formed hereby is Home Equity Loan Trust 2006-HSA4.
2. Delaware Trustee: The name and business address of the owner trustee of the Trust in the State
of Delaware is Wilmington Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Administration.
3. Effective Date: This Certificate of Trust shall be effective upon filing with the Secretary of
State.
IN WITNESS WHEREOF, the undersigned, being the sole owner trustee of the Trust, has executed
this Certificate of Trust.
WILMINGTON TRUST COMPANY,
as owner trustee
By: ______________________________
Name:
Title:
EXHIBIT C
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
(the "Rule 144A Securities")
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 Owner Trustee and the
Depositor (as defined in the Amended and Restated Trust Agreement (the "Agreement")) dated as of July 28, 2006
between Residential Funding Mortgage Securities II, Inc., as Depositor and Wilmington Trust Company, as Owner
Trustee pursuant to Section 3.05 of the Agreement, and JPMorgan Chase Bank, N.A., as indenture trustee, 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 Indenture Trustee, the Owner 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 represents that:
(i) either (a) or (b) is satisfied, as marked below:
a. The Buyer is not any employee benefit plan or other plan subject to Title 1 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986,
as amended (the "Code") (each, a "Plan"), a Person acting, directly or indirectly, on behalf of a Plan or any
Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R.ss.2510.3-101; or
b. The Buyer has provided the Depositor, the Owner Trustee, the Certificate
Registrar and the Master Servicer with an opinion of counsel, satisfactory to the Depositor, the Owner Trustee,
the Certificate Registrar and the Master Servicer, to the effect that the purchase and holding of a Certificate
by or on behalf of the Buyer is permissible under applicable law, will not constitute or result in a 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 Depositor, the Owner Trustee, the Certificate Registrar or the Master
Servicer to any obligation or liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Trust Agreement, which opinion of counsel shall not be an expense of the
Depositor, the Owner Trustee, the Certificate Registrar or the Master Servicer; and
(ii) the Buyer is familiar with the prohibited transaction restrictions and fiduciary
responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of the Code and understands that
each of the parties to which this certification is made is relying and will continue to rely on the statements
made in this paragraph 3.
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.
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
thereto in Appendix A to the indenture dated as of July 28, 2006, between the Trust and the Indenture Trustee.
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: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT C
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 $______________________(1) 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.
____________________
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a
dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in
securities
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 Rule 144A Securities 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 C
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 D
FORM OF INVESTOR REPRESENTATION LETTER
_________________ , 20__
Residential Funding Mortgage Securities II, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
JPMorgan Chase Bank, N.A.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Institutional Trust Services/Structured Finance Services
Re: Home Equity Loan-Backed Certificates
Series 2006-HSA4
Ladies and Gentlemen:
______________________(the "Purchaser") intends to purchase from __________________________
(the "Seller") a ___% Certificate Percentage Interest of Certificates of Series 2006-HSA4 (the "Certificates"),
issued pursuant to the Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of July 28, 2006,
between Residential Funding Mortgage Securities II, Inc. as depositor (the "Depositor") and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), as acknowledged and agreed by JPMorgan Chase Bank, N.A., as
Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the
Trust Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor
and the Certificate Registrar 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 Trust 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 Trust Agreement and [b] [c] such other information concerning the Certificates, the Home Equity
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 Trust Agreement.
6. The Purchaser represents:
(i) that either (a) or (b) is satisfied, as marked below:
____ a. The Purchaser is not any employee benefit plan or other plan subject
to Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue
Code of 1986, as amended (the "Code") (each, a "Plan"), a Person acting, directly or indirectly, on behalf of a
Plan or any Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101; or
____ b. The Purchaser has provided the Depositor, the Owner Trustee, the
Certificate Registrar and the Master Servicer with an opinion of counsel, satisfactory to the Depositor, the
Owner Trustee, the Certificate Registrar and the Master Servicer, to the effect that the purchase and holding of
a Certificate by or on behalf of the Purchaser is permissible under applicable law, will not constitute or result
in a 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 Depositor, the Owner Trustee, the Certificate Registrar or
the Master Servicer to any obligation or liability (including liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Trust Agreement, which opinion of counsel shall not be an expense of
the Depositor, the Owner Trustee, the Certificate Registrar or the Master Servicer; and
(ii) the Purchaser is familiar with the prohibited transaction restrictions and fiduciary
responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of the Code and understands that
each of the parties to which this certification is made is relying and will continue to rely on the statements
made in this paragraph 6.
7. The Purchaser is acquiring the Certificate for its own behalf and is not acting as agent or
custodian for any other person or entity in connection with such acquisition;
8. The Purchaser is not a partnership, grantor trust or S corporation for federal income tax
purposes, or, if the Purchaser is a partnership, grantor trust or S corporation for federal income tax purposes,
the Certificates are not more than 50% of the assets of the partnership, grantor trust or S corporation.
9. The Purchaser is not a non-United States person.
Very truly yours,
By: _______________________________
Name:
Title:
EXHIBIT E
FORM OF TRANSFEROR REPRESENTATION LETTER
___________________, 20
Residential Funding Mortgage Securities II, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
JPMorgan Chase Bank, N.A.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Institutional Trust Services/Structured Finance Services
Re: Home Equity Loan-Backed Certificates
Series 2006-HSA4
Ladies and Gentlemen:
_________________________(the "Purchaser") intends to purchase _________________________
the "Seller") a ___% Certificate Percentage Interest of [Certificates] of Series 2006-HSA4 (the "Certificates"),
issued pursuant to the Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of July 28, 2006,
between Residential Funding Mortgage Securities II, Inc. as depositor (the "Depositor") and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), as acknowledged and agreed by JPMorgan Chase Bank, N.A., as
Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the
Trust Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and
the Certificate Registrar 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 Trust Agreement.
Very truly yours,
By:__________________________________
Name:
Title
EXHIBIT F
CERTIFICATE OF NON-FOREIGN STATUS
This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.05 of the
Amended and Restated Trust Agreement, dated as of July 28, 2006 (the "Trust Agreement"), between Residential
Funding Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as Owner Trustee, in connection
with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the
"Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Home Equity Loan-Backed Certificates,
Series 2006-HSA4 (the "Certificates"). Capitalized terms used but not defined in this certificate have the
respective meanings given them in the Trust Agreement.
Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and
otherwise complete Part III.
In addition, each holder shall submit with the Certificates an IRS Form W-9 relating to such holder.
To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code
(relating to withholding tax on foreign partners) do not apply in respect of the Certificate held by the
undersigned, the undersigned hereby certifies:
Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is ) not a non-resident alien for purposes of U.S. income
taxation;
2. My (The Beneficial Owner's) name and home address are:
__________________________________________________________; and
3. My (The Beneficial Owner's) U.S. taxpayer identification number (Social Security
Number) is _________________________________________.
B. Corporate, Partnership or Other Entity as Beneficial - Owner
1. _________________________(Name of the Beneficial Owner) is not a foreign
corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and
Treasury Regulations;
2. The Beneficial Owner's office address and place of incorporation (if applicable) is
; and
3. The Beneficial Owner's U.S. employer identification number is
___________________________________.
Part II - Nominees
If the undersigned is the nominee for the Beneficial Owner, the undersigned certifies that this
certificate has been made in reliance upon information contained in:
an IRS Form W-9
a form such as this or substantially similar
provided to the undersigned by an appropriate person and (i) the undersigned agrees to notify the Trust at least
thirty (30) days prior to the date that the form relied upon becomes obsolete, and (ii) in connection with change
in Beneficial Owners, the undersigned agrees to submit a new Certificate of Non-Foreign Status to the Trust
promptly after such change.
Part III - Declaration
The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty
(60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this
certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained
therein could be punishable by fines, imprisonment or both.
Under penalties of perjury, I declare that I have examined this certificate and to the best of my
knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of
any change in the information provided above, and, if applicable, I further declare that I have the authority* to
sign this document.
Name:______________________________
Title (if applicable):____________________
Signature and Date:_____________________
*NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate.
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
_____________, 200__
Residential Funding Mortgage
Securities II, Inc.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Residential Funding Corporation
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[CERTIFICATE REGISTRAR]
Re: Residential Funding Mortgage Securities II, Inc.
Home Equity Loan-Backed Certificates, Series 2006-HSA4
Dear Sirs:
__________________________________ (the "Transferee") intends to acquire from _____________________ (the
"Transferor") a ___% Certificate Percentage Interest of Residential Funding Mortgage Securities II, Inc. Home
Equity Loan-Backed Certificates, Series 2006-HSA4 (the "Certificates"), issued pursuant to an Amended and
Restated Trust Agreement (the "Trust Agreement") dated July 28, 2006 among Residential Funding Mortgage
Securities II, Inc., as depositor (the "Depositor") and Wilmington Trust Company, as trustee (the "Owner
Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in
the Trust Agreement.
The Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor, the
Owner Trustee, the Certificate Registrar and the Master Servicer that either:
(1) The Certificates (i) are not being acquired by, and will not be transferred to, any employee
benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇
plans and bank collective investment funds and insurance company general or separate accounts in which such
plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (any of the foregoing, a "Plan"), (ii) are not being
acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") Regulations Section
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL Regulations Section 2510.3-101; or
(2) The Transferee is familiar with the prohibited transaction restrictions and fiduciary
responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of the Code and understands that
each of the parties to which this certification is made is relying and will continue to rely on the statements
made herein.
Very truly yours,
By: ___________________________________
Name:
Title
EXHIBIT H
FORM OF REPRESENTATION LETTER
_____________, 200__
Residential Funding Mortgage
Securities II, Inc.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Residential Funding Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[CERTIFICATE REGISTRAR]
Re: Residential Funding Mortgage Securities II, Inc.
Home Equity Loan-Backed Certificates, Series 2006-HSA4
Dear Sirs:
__________________________________ (the "Transferee") intends to acquire from _____________________ (the
"Transferor") a ___% Certificate Percentage Interest of Residential Mortgage Securities II, Inc. Home Equity
Loan-Backed Certificates, Series 2006-HSA4 (the "Certificates"), issued pursuant to a Amended and Restated Trust
Agreement (the "Trust Agreement") dated July 28, 2006 among Residential Funding Mortgage Securities II, Inc., as
depositor (the "Depositor") and Wilmington Trust Company, as trustee (the "Owner Trustee"). Capitalized terms
used herein and not otherwise defined shall have the meanings assigned thereto in the Trust Agreement.
The Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor, the
Owner Trustee, the Certificate Registrar and the Master Servicer that:
(1) the Transferee is acquiring the Certificate for its own behalf and is not acting as agent or
custodian for any other person or entity in connection with such acquisition; and
(2) the Transferee is not a partnership, grantor trust or S corporation for federal income tax
purposes, or, if the Transferee is a partnership, grantor trust or S corporation for federal income tax purposes,
the Certificates are not more than 50% of the assets of the partnership, grantor trust or S corporation.
Very truly yours,
By:_________________________________
Name:
Title: