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RESIDENTIAL ACCREDIT LOANS, INC.,
as Company,
RESIDENTIAL FUNDING COMPANY, LLC,
as Certificate Administrator,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee and Supplemental Interest Trust Trustee
_____________________________________________________
TRUST AGREEMENT
Dated as of February 8, 2008
_____________________________________________________
Mortgage Asset-Backed Pass-Through Certificates, Series 2008-QR1
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This TRUST AGREEMENT (this "Agreement"), dated as of February 8, 2008, is among RESIDENTIAL
ACCREDIT LOANS, INC., a Delaware corporation, as the company (together with its permitted successors
and assigns, the "Company"), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company,
as certificate administrator (together with its permitted successors and assigns, the "Certificate
Administrator"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee
(together with its permitted successors and assigns, the "Trustee") and as supplemental interest
trust trustee (together with its permitted successors and assigns, the "Supplemental Interest Trust
Trustee").
PRELIMINARY STATEMENT
The Company intends to sell the Trust Certificates (as defined herein), to be issued
hereunder in nine classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Underlying Certificates (as defined herein). As provided herein, the REMIC
Administrator shall make an election for the assets constituting REMIC I to be treated for federal
income tax purposes as a REMIC. On the Closing Date, the REMIC I Regular Interests will be designated
"regular interests" in such REMIC and the Class R-I Certificates will be designated the sole class of
"residual interests" in REMIC I. The REMIC Administrator shall make an election for the REMIC I
Regular Interests, which constitute REMIC II, to be treated for federal income tax purposes as a
REMIC. On the Closing Date, the REMIC II Regular Interests will be designated "regular interests"
in such REMIC and the Class R-II Certificates will be designated the sole class of "residual
interests" in REMIC II.
The following table sets forth the designation, type, Pass-Through Rate (as defined herein),
aggregate initial Certificate Principal Balance (as defined herein), initial ratings and certain
other features of each Class of Trust Certificates comprising the interests in the Trust Fund (as
defined herein).
Aggregate Initial
Pass-Through Certificate Principal
Designation Rate Balance Features(1) Fitch/S&P Minimum Denominations(2)
_________________________________________________________________________________________________________________________________________________
Class I-A-1 Adjustable $75,000,000.00 Senior/Super AAA/ AAA $1,000.00
Rate(3) Senior/Retail/Floater
/Adjustable Rate
Class I-A-2 Adjustable $0.00(4) Senior/Interest AAA/ AAA $2,000,000.00
Rate(3) Only/Inverse
Floater/Adjustable Rate
Class I-A-3 6.00% $12,038,257.00 Component AAA/ AAA $100,000.00
Class I-A-4 6.00% $14,920,000.00 Senior/Super AAA/ AAA $1,000.00
Senior/Retail/Fixed Rate
Class II-A-1 Adjustable $14,737,000.00 Senior/Super AAA/ AAA $1,000.00
Rate(3) Senior/Retail/Exchangeable/Floater
/Adjustable Rate
Class II-A-2 Adjustable $1,635,873.00 Senior/Senior AAA/ AAA $100,000.00
Rate(3) Support/Exchangeable/Floater/
Adjustable Rate
Class II-A-3 Adjustable $0.00 Senior/Exchanged/Floater AAA/ AAA $100,000.00
Rate(3) /Adjustable Rate
Class R-I 0.00% $100 Senior/Residual/ Fixed Rate AAA/ AAA (5)
Class R-II 0.00% $100 Senior/Residual/ Fixed Rate AAA/ AAA (5)
____________________________
(1) The Trust Certificates, other than the Class R Certificates, shall be Book-Entry Certificates. The
Class R Certificates shall be delivered to the Holders thereof in physical form.
(2) The Trust Certificates, other than the Class R Certificates, shall be issuable in minimum dollar
denominations as indicated above (by Certificate Principal Balance or Notional Amount, as
applicable) and integral multiples of $1 in excess thereof.
(3)
____________________________________________________________________________________________________________________
Adjustable Rates: Initial Formula Maximum Minimum
____________________________________________________________________________________________________________________
7.50%, subject to
Class I-A-1 4.54000% LIBOR +1.40% the Available 1.40%
Funds Cap
____________________________________________________________________________________________________________________
Class I-A-2 1.46000% 4.60% - (LIBOR) 4.60% 0.00%
____________________________________________________________________________________________________________________
Class II-A-1 3.87625% LIBOR +0.50% 7.00% 0.50%
____________________________________________________________________________________________________________________
Class II-A-2 3.87625% LIBOR +0.50% 7.00% 0.50%
____________________________________________________________________________________________________________________
Class II-A-3 3.87625% LIBOR +0.50% 7.00% 0.50%
____________________________________________________________________________________________________________________
The Class I-A-1 Certificates will represent ownership of regular interests in REMIC II, together
with certain rights to payments to be made from amounts received under the Corridor Agreement which
will be deemed made for federal income tax purposes outside of REMIC II. Any amount distributed on
the Class I-A-1 Certificates on any Distribution Date in excess of the amount distributable on the
related REMIC II Regular Interest on such Distribution Date shall be treated for federal income tax
purposes as having been paid from the Supplemental Interest Trust Account and any amount
distributable on such REMIC II Regular Interest on such Distribution Date in excess of the amount
distributable on the Class I-A-1 Certificates on such Distribution Date shall be treated as having
been paid to the Supplemental Interest Trust Account, all pursuant to and as further provided in
Section 3.11 hereof.
(4) The Class I-A-2 Certificates do not have a Certificate Principal Balance. For the purpose of
calculating interest payments, interest on the Class I-A-2 Certificates will accrue on a Notional
Amount equal to the Certificate Principal Balance of the Class I-A-1 Certificates immediately prior
to the related Distribution Date.
(5) Each Class of the Class R Certificates shall be issuable in minimum denominations of not less than
a 20% Percentage Interest, other than the de minimis portion transferred to the REMIC Administrator
on the Closing Date.
The Class I-A-3 Certificates are comprised of the following two components:
Component Initial Component Certificate Principal Pass-Through Rate Designations
Balance
___________________________________________________________________________________________________________________
I-A-3A $ 10,196,257.00 6.00% Senior/Senior Support/Fixed Rate
___________________________________________________________________________________________________________________
I-A-3B $ 1,842,000.00 6.00% Senior/Senior Support/Fixed Rate
___________________________________________________________________________________________________________________
The Components of the Class I-A-3 Certificates are not separately transferable.
The Group I Underlying Certificates have an outstanding Certificate Principal Balance as of
the Closing Date of $101,958,257.77. The Group II Underlying Certificates have an outstanding
Certificate Principal Balance as of the Closing Date of $16,372,873.83. The combined Group I
Underlying Certificates and Group II Underlying Certificates have an outstanding aggregate
Certificate Principal Balance as of the Closing Date of $118,331,131.60.
In consideration for its services hereunder, the Certificate Administrator has been paid an
upfront fee.
All things necessary to make this Agreement a valid declaration of trust by the Company in
accordance with its terms have been done.
In consideration of the premises and the mutual agreements herein contained, the Company,
the Certificate Administrator and the Trustee and Supplemental Interest Trust Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accrued Certificate Interest: With respect to any Distribution Date, an amount
equal to (a) in the case of each Class of Trust Certificates, other than the Interest Only
Certificates, interest accrued during the related Interest Accrual Period on the Certificate
Principal Balance of the Trust Certificates of that Class immediately prior to such Distribution Date
at the related Pass-Through Rate and (b) in the case of the Interest Only Certificates, interest
accrued during the related Interest Accrual Period on the related Notional Amount immediately prior
to that Distribution Date at the then-applicable Pass-Through Rate on that Class for that
Distribution Date; in each case less interest shortfalls, if any, allocated to the Underlying
Certificates in respect of such Distribution Date; including in each case:
(1) any Prepayment Interest Shortfall to the extent not covered by the Master
Servicer pursuant to the terms of the related Pooling and Servicing Agreement;
(2) the interest portions of Realized Losses (including Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) allocated to the
Underlying Certificates;
(3) the interest portion of any advances that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses on the Mortgage Loans in accordance with the
related Pooling and Servicing Agreement; and
(4) any other interest shortfalls on the Mortgage Loans not covered by
subordination (as set forth in the related Pooling and Servicing Agreement), including interest
shortfalls relating to the Servicemembers Civil Relief Act, or similar legislation or regulations.
Any reductions allocated to the Group I Underlying Certificates will be allocated
among the Holders of all Classes of Class I Certificates in proportion to the respective amounts of
Accrued Certificate Interest that would have been payable on that distribution date absent these
reductions. Any reductions allocated to the Group II Underlying Certificates will be allocated among
the Holders of all Classes of Class II Certificates in proportion to the respective amounts of
Accrued Certificate Interest that would have been payable on that distribution date absent these
reductions.
Accrued Certificate Interest on each Class of Trust Certificates will be calculated
on the basis of a 360 day year consisting of twelve 30-day months and will be carried out to at least
three decimal places.
Adjustable Rate Trust Certificates: Any of the Class I-A-1, Class I-A-2, Class
II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Adverse REMIC Event: Shall have the meaning set forth in Section 9.01(f) hereof.
Affiliate: An "affiliate" of, or person "affiliated" with, a specific person, is a
person that directly, or indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified.
Agreement: This Trust Agreement and all amendments hereof and supplements hereto.
Available Funds: With respect to any Distribution Date and Underlying Certificate
Group, an amount equal to the amount received on the related Underlying Certificates on such
Distribution Date less amounts withdrawn from the Trust Certificate Account pursuant to Section
3.03(ii).
Available Funds Cap: With respect to any Distribution Date on or before the
Distribution Date in January 2012 and the Class I-A-1 Certificates, 6.00% per annum plus the Corridor
Agreement Payment with respect to the Class I-A-1 Certificates, if any, for such Distribution Date,
expressed as a per annum rate. With respect to any Distribution Date after January 2012, 6.00% per
annum.
Book-Entry Certificate: Any Trust Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement hereto.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the State of New York, the State of Michigan, the State of California, the
State of Illinois or the State of Minnesota (and such other state or states in which the Custodial
Account or the Trust Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Certificate Administrator: Residential Funding Company, LLC, in its capacity as
certificate administrator under this Agreement, or any successor certificate administrator appointed
under the terms of this Agreement.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise
on the books of a Depository Participant, if any, and otherwise on the books of the Depository.
Certificate Principal Balance: For any Class of Trust Certificates, other than the
Interest Only Certificates, as of any date of determination, an amount equal to the initial
Certificate Principal Balance of such Trust Certificate, reduced by the aggregate of (a) all amounts
allocable to principal previously distributed with respect to such Trust Certificate and (b) any
reductions in the Certificate Principal Balance of such Trust Certificate due to allocations of the
Loss Amounts to such Class of Trust Certificates. The Certificate Principal Balance for any
component of the Class I-A-3 Certificates, as of any date of determination, is an amount equal to the
initial Certificate Principal Balance of such Component, reduced by the aggregate of (a) all amounts
allocable to principal previously distributed with respect to such Component and (b) any reductions
in the Certificate Principal Balance of such Component deemed to have occurred in connection with
allocations of Loss Amounts to such Component.
The Certificate Principal Balance of any Exchangeable Certificates that have been
exchanged for Exchanged Certificates is equal to zero. The Certificate Principal Balance of any
Exchanged Certificates that have not been issued or have been exchanged for Exchangeable Certificates
is equal to zero.
Certificate Register: The register maintained pursuant to Section 4.02 hereof which
shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust
Certificates, as herein provided.
Certificate Registrar: The Trustee.
Certificateholder or Holder: The person in whose name a Trust Certificate is
registered in the Certificate Register, except that, solely for the purpose of giving any consent or
exercising any Voting Rights pursuant to this Agreement, any Trust Certificate registered in the name
of the Company or any Affiliate shall be deemed not to be an Outstanding Certificate or taken into
account when calculating the Voting Rights of any Certificateholder.
All references herein to "Holder" or "Certificateholder" shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose
name a Trust Certificate is registered in the Certificate Register.
Class: Collectively, all of the Trust Certificates bearing the same designation.
Class I Certificate: Any one of the Class I-A-1, Class I-A-2, Class I-A-3 and Class
I-A-4 Certificates executed and delivered by the Trustee substantially in the form annexed hereto as
Exhibit A-1 evidencing ownership of an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions, together, in the case of the Class I-A-1 Certificates with certain
other rights as provided herein.
Class I Loss Amount: With respect to the Class I Certificates and on each
Distribution Date, the excess of the aggregate Certificate Principal Balance of the Class I
Certificates over the Group I Underlying Certificate Balance, in each case after giving effect to
distributions on or prior to such Distribution Date.
Class II Certificate: Any one of the Class II-A-1, Class II-A-2 and Class II-A-3
Certificates executed and delivered by the Trustee substantially in the form annexed hereto as
Exhibit A-2 evidencing ownership of one or more interests designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.
Class II Loss Amount: With respect to the Class II Certificates and on each
Distribution Date, the excess of the aggregate Certificate Principal Balance of the Class II
Certificates over the Group II Underlying Certificate Balance, in each case after giving effect to
distributions on or prior to such Distribution Date.
Class R Certificate: Any one of the Class R-I Certificates and Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as
Exhibit B and evidencing an interest designated as a "residual interest" in REMIC I for purposes of
the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as
Exhibit B and evidencing an interest designated as a "residual interest" in REMIC II for purposes of
the REMIC Provisions.
Class R Deposit: The $200 deposit into the Trust Certificate Account by the
Depositor on the Closing Date to pay the Class R Certificates in accordance with Section 3.04(a) on
the Distribution Date occurring in February 2008.
Closing Date: February 8, 2008.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Company: Residential Accredit Loans, Inc. or any successors in interest.
Component: The Class I-A-3A Component and Class I-A-3B Component, as applicable.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement shall be administered,
which office at the date of the execution of this instrument is located at 0000 Xxxx Xx. Xxxxxx
Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Residential Funding Company, LLC Series 2008-QR1.
Corridor Agreement: The corridor agreement, dated as of the Closing Date, between
the Corridor Provider and the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, which is intended to cover interest rate shortfalls with respect to the Class I-A-1
Certificates, together with any schedules, confirmations or other agreements relating thereto, or any
replacement, substitute, collateral or other arrangement in lieu thereof, attached hereto as Exhibit
H.
Corridor Agreement Payment: For any Distribution Date, the payment, if any, to the
Holders of the Class I-A-1 Certificates from amounts paid under the Corridor Agreement. With respect
to any Distribution Date, the Corridor Agreement Payment shall be equal to the product of (a) the
amount equal to the lesser of (x) the amount set forth for that Distribution Date in the Additional
Terms table in the Corridor Agreement and (y) the Certificate Principal Balance of the Class I-A-1
Certificates on that Distribution Date, (b) the positive excess, if any, of (i) the lesser of (x)
LIBOR (as determined pursuant to the Corridor Agreement) and (y) 6.10% per annum, over (ii) 4.60% per
annum and (c) 30/360.
Corridor Provider: Credit Suisse International and its successors and assigns or
any party to any replacement, substitute, collateral or other arrangement in lieu thereof.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 of each Pooling and Servicing Agreement in the name of a depository
institution, as custodian for the holders of the related Underlying Certificates, for the holders of
certain other interests in mortgage loans serviced or sold by the Certificate Administrator or owned
by the Certificate Administrator, into which the amounts set forth in Section 3.07 of each Pooling
and Servicing Agreement shall be deposited directly. Any such account or accounts shall be an
Eligible Account.
Definitive Certificate: Any definitive, fully registered Trust Certificate.
Depository: The Depository Trust Company, or any successor Depository hereafter
named. The nominee of the initial Depository for purposes of registering those Trust Certificates
that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State
of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.
Depository Participant: A broker, dealer, bank or other financial institution or
other Person for whom from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Distribution Date: The 25th day of each month, or if such 25th day is not a
Business Day, the next succeeding Business Day, commencing on the First Distribution Date.
Eligible Account: An account that is any of the following: (i) maintained with a
depository institution the debt obligations of which have been rated by each Rating Agency in its
highest rating available; provided that if the rating of such depository institution falls below
Standard and Poor's short-term rating of A-2, such depository institution will be replaced within 30
days, or (ii) in the case of each Custodial Account, a trust account or accounts maintained in the
corporate trust department of the Trustee, or (iii) in the case of the Trust Certificate Account, a
trust account or accounts maintained in the corporate trust department of the Trustee, or (iv) an
account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such account as a Custodial Account or the Trust
Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating
Agency below the then-current rating assigned to such Certificates).
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchangeable Certificates: The Class II-A-1 Certificates and the Class II-A-2
Certificates.
Exchanged Certificates: The Class II-A-3 Certificates.
FDIC: The Federal Deposit Insurance Corporation or any successor.
Fitch: Fitch Ratings or any successor thereto.
First Distribution Date: February 25, 2008.
Floater Certificates: Any of the Class I-A-1, Class I-A-2, Class II-A-1, Class
II-A-2 and Class II-A-3 Certificates.
Grantor Trust: That portion of the Trust Fund consisting of the Grantor Trust
Uncertificated REMIC Regular Interests.
Grantor Trust Account: The separate account established and maintained pursuant to
Section 4.06(c) and designated by the Trustee pursuant to Section 4.06(c), which shall be entitled
"Deutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of the
Exchangeable Certificates" and which must be an Eligible Account.
Grantor Trust Uncertificated REMIC II Regular Interests: The uncertificated
interests identified in the table below, each representing an undivided beneficial ownership interest
in REMIC II, and having the following characteristics:
1. The principal balance from time to time of each Grantor Trust
Uncertificated REMIC II Regular Interest shall be the amount identified as the Initial Principal
Balance thereof in the table below, minus the sum of (x) the aggregate of all amounts previously
deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 9.07(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such Grantor Trust
Uncertificated REMIC II Regular Interest pursuant to Section 9.07(c).
2. The Uncertificated Pass-Through Rate for Grantor Trust Uncertificated REMIC
II Regular Interests shall be equal to the Pass-Through Rate of the Related Classes of Certificates.
___________________________________________________________________________________________________________________
Grantor Trust Uncertificated REMIC II Related Classes of Certificates Initial Principal
Regular Interest Balance
___________________________________________________________________________________________________________________
XX-X-0 XX-X-0, XX-X-0 $14,737,000
___________________________________________________________________________________________________________________
XX-X-0 XX-X-0, XX-X-0 $1,635,837
___________________________________________________________________________________________________________________
Group I Underlying Certificate Balance: With respect to the Group I Underlying
Certificates, as of any Distribution Date (following all distributions to be made with respect to the
Group I Underlying Certificates on such Distribution Date), an amount equal to:
(i) the aggregate outstanding principal balance of the Group I Underlying Certificates
as of the Closing Date, plus
(ii) any subsequent recoveries added to the certificate principal balance of the Group I
Underlying Certificates after the Closing Date pursuant to Section 4.02 of the RALI
Series 2006-QS11 Pooling and Servicing Agreement, minus
(iii) the sum of (x) the aggregate of all amounts distributed after the Closing Date with
respect to the Group I Underlying Certificates (or any predecessor certificates) and
applied to reduce the certificate principal balance thereof pursuant to Section 4.02
of the RALI Series 2006-QS11 Pooling and Servicing Agreement and (y) the aggregate
of all reductions in certificate principal balance deemed to have occurred after the
Closing Date in connection with Realized Losses which were previously allocated to
the Group I Underlying Certificates (or any predecessor certificates) pursuant to
Section 4.05 of the RALI Series 2006-QS11 Pooling and Servicing Agreement.
Group I Underlying Certificates: A certificate that represents a 71.10902810771%
interest in the Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-QS11, Class I-A-2.
Group II Underlying Certificate Balance: With respect to the Group II Underlying
Certificates, as of any Distribution Date (following all distributions to be made with respect to the
Group II Underlying Certificates on such Distribution Date), an amount equal to:
(i) the aggregate outstanding principal balance of the Group II Underlying Certificates
as of the Closing Date, plus
(ii) any subsequent recoveries added to the certificate principal balance of the Group II
Underlying Certificates after the Closing Date pursuant to Section 4.02 of the RALI
Series 2006-QS12 Pooling and Servicing Agreement, minus
(iii) the sum of (x) the aggregate of all amounts distributed after the Closing Date with
respect to the Group II Underlying Certificates (or any predecessor certificates)
and applied to reduce the certificate principal balance thereof pursuant to Section
4.02 of the RALI Series 2006-QS12 Pooling and Servicing Agreement and (y) the
aggregate of all reductions in certificate principal balance deemed to have occurred
after the Closing Date in connection with Realized Losses which were previously
allocated to the Group II Underlying Certificates (or any predecessor certificates)
pursuant to Section 4.05 of the RALI Series 2006-QS12 Pooling and Servicing
Agreement.
Group II Underlying Certificates: A certificate that represents a 50.91419007690%
interest in the Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-QS12, Class II-A-15.
Independent: When used with respect to any specified Person, such a Person who (i)
is in fact independent of the Company, (ii) does not have any direct financial interest in the
Company or in an Affiliate, and (iii) is not connected with the Company as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each Class of Trust
Certificates, the Certificate Principal Balance of such Class of Trust Certificates as of the Closing
Date, as set forth in the Preliminary Statement hereto.
Interest Distribution Amount: With respect to any Distribution Date and Underlying
Certificate Group, the aggregate amount of interest distributed to such Underlying Certificate Group
on that Distribution Date, less extraordinary expenses and indemnities reimbursable to the Trustee
and the Supplemental Interest Trust Trustee pursuant to Section 5.11(b) hereof.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London
interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
Loss Amount: Either of the Class I Loss Amount or the Class II Loss Amount.
Master Servicer: Residential Funding Company, LLC, in its capacity as master
servicer under each Pooling and Servicing Agreement, or any successor master servicer appointed under
the terms of such Pooling and Servicing Agreement.
Maturity Date: With respect to the Class I Certificates, the Distribution Date in
August 2036. With respect to the Class II Certificates, the Distribution Date in September 2036.
Mortgage Loans: The mortgage loans in which the Underlying Certificates evidence a
beneficial ownership interest.
Non-United States Person: Any Person other than a United States Person.
Notice of Final Distribution: With respect to any of the Underlying Certificates,
the notice to be provided pursuant to the related Pooling and Servicing Agreement to the effect that
final distribution on such Underlying Certificates shall be made only upon presentation and surrender
thereof.
Notice of Termination: Any of the notices given by the Trustee pursuant to
Section 6.01(b).
Notional Amount: As of any Distribution Date, with respect to the Class I-A-2
Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-1 Certificates
immediately prior to such date.
Officer's Certificate: A certificate signed by the Chairman of the Board, the
President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by
the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the
Company or the Certificate Administrator, as the case may be, and delivered to the Trustee, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the
Certificate Administrator, who may be counsel for the Company or the Certificate Administrator,
provided that any opinion of counsel (i) referred to in the definition of "Disqualified Organization"
in either Pooling and Servicing Agreement or (ii) relating to the qualification of any REMIC formed
under either Pooling and Servicing Agreement, this Agreement or in compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent counsel.
Outstanding Certificates: With respect to any of the Trust Certificates, as of the
date of determination, all Trust Certificates theretofore executed and delivered under this Agreement
except:
(i) Trust Certificates theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; and
(ii) Trust Certificates in exchange for which or in lieu of which other Trust
Certificates have been executed and delivered pursuant to this Agreement unless proof satisfactory to
the Trustee is presented that any such Trust Certificates are held by a holder in due course.
Ownership Interest: As to any Trust Certificate, any ownership or security interest
in such Trust Certificate, including any interest in such Trust Certificate as the Holder thereof and
any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: For all Classes of Trust Certificates (other than the Adjustable
Rate Trust Certificates), the per annum rate set forth in the Pass-Through Rate column in the first
table in the Preliminary Statement hereto.
o With respect to the Class I-A-1 Certificates and the initial Interest Accrual Period,
4.54000% per annum, and as to any Interest Accrual Period thereafter, a per annum
rate equal to LIBOR plus 1.40%, with a maximum rate of 7.50% per annum, subject to
the Available Funds Cap, and a minimum rate of 1.40% per annum.
o With respect to the Class I-A-2 Certificates and the initial Interest Accrual Period,
1.46000% per annum, and as to any Interest Accrual Period thereafter, a per annum
rate equal to 4.60% minus LIBOR, with a maximum rate of 4.60% per annum and a minimum
rate of 0.00% per annum.
o With respect to the Class II-A-1 Certificates and the initial Interest Accrual
Period, 3.87625% per annum, and as to any Interest Accrual Period thereafter, a per
annum rate equal to LIBOR plus 0.50%, with a maximum rate of 7.00% per annum and a
minimum rate of 0.50% per annum.
o With respect to the Class II-A-2 Certificates and the initial Interest Accrual
Period, 3.87625% per annum, and as to any Interest Accrual Period thereafter, a per
annum rate equal to LIBOR plus 0.50%, with a maximum rate of 7.00% per annum and a
minimum rate of 0.50% per annum.
o With respect to the Class II-A-3 Certificates and the initial Interest Accrual
Period, 3.87625% per annum if issued prior to the first Distribution Date, and as to
any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.50%,
with a maximum rate of 7.00% per annum and a minimum rate of 0.50% per annum.
Percentage Interest: With respect to any Trust Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class evidenced by such
Trust Certificate, which percentage ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial Certificate Principal Balance of all the
Trust Certificates of the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed as a percentage, as
stated on the face of each such Trust Certificate.
Permitted Investments: Has the meaning ascribed thereto in the Pooling and
Servicing Agreements.
Permitted Transferee: Any Transferee of a Class R Certificate other than (i) the
United States, any state or any political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a
corporation if all of its activities are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by any such governmental
unit), (ii) a foreign government, international organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers' cooperatives described in
Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code, (v) an
electing large partnership under Section 775 of the Code and (vi) any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any
Class of Trust Certificates, other than such Person, to incur a liability for any tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R Certificate to such Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor provisions.
Person: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Pooling and Servicing Agreement: Either of the RALI Series 2006-QS11 Pooling and
Servicing Agreement or the RALI Series 2006-QS12 Pooling and Servicing Agreement and collectively,
the Pooling and Servicing Agreements.
Prepayment Assumption: The Prepayment Assumption assumes a constant prepayment rate
of the Mortgage Loans of 10.0% per annum of the then outstanding principal balance of such Mortgage
Loans.
Prepayment Interest Shortfall: As to any Distribution Date and the Underlying
Certificates that received an interest distribution on the related Distribution Date that was reduced
pursuant to the terms of the related Pooling and Servicing Agreement because of a principal
prepayment in full on a Mortgage Loan or Mortgage Loans relating to such Underlying Certificates, the
amount of such reduction.
Principal Distribution Amount: With respect to any Distribution Date and Underlying
Certificate Group, the aggregate amount of principal distributed to such Underlying Certificate Group
on that Distribution Date, less extraordinary expenses and indemnities reimbursable to the Trustee
and the Supplemental Interest Trust Trustee pursuant to Section 5.11(b) hereof.
RALI Series 2006-QS11 Pooling and Servicing Agreement: The Series Supplement, dated
as of August 1, 2006 together with the Standard Terms of Pooling and Servicing Agreement, dated as of
March 1, 2006, and attached as Exhibit D-1 hereto, among the Company, the Certificate Administrator,
and the Trustee, as such agreement is amended from time to time.
RALI Series 2006-QS12 Pooling and Servicing Agreement: The Series Supplement, dated
as of September 1, 2006 together with the Standard Terms of Pooling and Servicing Agreement, dated as
of March 1, 2006, and attached as Exhibit D-2 hereto, among the Company, the Certificate
Administrator, and the Trustee, as such agreement is amended from time to time.
Rating Agencies: Fitch and S&P.
Realized Losses: Losses on the Mortgage Loans applied in reduction of the aggregate
principal balance of an Underlying Certificate that is not accompanied by a cash payment in respect
of such reduction.
Record Date: With respect to each Class of Certificates (other than the Adjustable
Rate Certificates) and the Distribution Date in February 2008, the Closing Date. With respect to
each other Distribution Date and each Class of Certificates (other than the Adjustable Rate
Certificates for so long as the Adjustable Rate Certificates are in book-entry form), the close of
business on the last Business Day of the month preceding the month in which the related Distribution
Date occurs. With respect to each Distribution Date and the Adjustable Rate Certificates (so long as
they are Book-Entry Certificates), the close of business on the Business Day prior to such
Distribution Date.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.
Related Classes: As to any Grantor Trust Uncertificated REMIC Regular Interest,
those classes of Certificates identified as "Related Classes of Certificates" to such Grantor Trust
Uncertificated REMIC Regular Interest in the definition of Grantor Trust Uncertificated REMIC Regular
Interests.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Company, LLC, provided that if Residential
Funding Company, LLC is found by a court of competent jurisdiction to no longer be able to fulfill
its obligations as REMIC Administrator under this Agreement, the Certificate Administrator or Trustee
acting as Certificate Administrator shall appoint a successor REMIC Administrator, subject to
assumption of the REMIC Administrator obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1
of the Code, and related provisions, and temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.
REMIC I: The segregated pool of assets (exclusive of the Supplemental Interest
Trust Account and the Corridor Agreement), with respect to which a real estate mortgage investment
conduit election is made pursuant to this Agreement, consisting of:
(a) the Underlying Certificates,
(b) all payments on and collections in respect of the Underlying Certificates
due after the Closing Date as shall be on deposit in the Trust Certificate Account and identified as
belonging to the Trust Fund, and
(c) all proceeds of clauses (a) and (b) above.
REMIC I Certificates: The Class R-I Certificates.
REMIC I Regular Interest: Any Uncertificated REMIC I Regular Interest.
REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I
Regular Interests conveyed in trust to the Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates) pursuant to Section 2.06, with respect to which
a separate REMIC election is to be made.
REMIC II Certificates: Any Trust Certificate (other than the Class R-I
Certificates).
REMIC II Regular Interest: Any of the Grantor Trust Uncertificated REMIC II
Regular Interests or the Uncertificated REMIC II Regular Interests.
REMIC: A Real Estate Mortgage Investment Conduit as defined in the REMIC Provisions.
REMIC II Certificates: The Class R-II Certificates.
REMIC Certificates: The Class R Certificates.
REMIC Regular Interest: Any Trust Certificate, other than a Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any officer of the
Corporate Trust Office of the Trustee, including any managing director, director, senior vice
president, any vice president, any assistant vice president, any assistant secretary, any trust
officer or any other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with respect to a particular matter, such
matter is referred, in each case with direct responsibility for the administration of the Agreement.
S&P: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
Securitization Transaction: Any transaction involving a sale or other transfer of
mortgage loans directly or indirectly to an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities.
Senior Support Certificates: Any of the Class I-A-3 Certificates and Class II-A-2
Certificates.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
Super Senior Certificates: Any of the Class I-A-1 Certificates and Class II-A-1
Certificates.
Supplemental Interest Trust: The separate trust created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 3.11(a).
Supplemental Interest Trust Account: The separate account created and maintained
pursuant to Section 3.11(a) hereof, which shall be entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS, as
trustee, in trust for the Class I-A-1 Certificateholders" and which must be an Eligible Account.
Supplemental Interest Trust Trustee: Deutsche Bank Trust Company Americas, a New
York banking corporation, not in its individual capacity, but solely in its capacity as trustee of
the Supplemental Interest Trust, and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which it or its successors may
be a party and any successor trustee as may from time to time be serving as successor trustee
hereunder.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of any REMIC formed under either Pooling and Servicing
Agreement and under the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
Termination Date: The Distribution Date following the Distribution Date on which
the Underlying Certificate Balance has been reduced to zero.
Transaction Party: As defined in Section 10.02(a).
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other
form of assignment of any Ownership Interest in a Trust Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a
Trust Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a
Trust Certificate.
Trust Certificate: Any Class I, Class II or Class R Certificate.
Trust Certificate Account: The separate account or accounts created and maintained
pursuant to Section 3.02 hereof, which shall be entitled "Deutsche Bank Trust Company Americas, as
trustee, in trust for the registered Holders of Residential Accredit Loans, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2008-QR1" and which must be an Eligible Account.
Funds deposited in the Trust Certificate Account shall be held in trust for the Certificateholders
for the uses and purposes set forth in Article III hereof.
Trust Fund: The corpus of the trust created by and to be administered under this
Agreement consisting of: (i) the Underlying Certificates, (ii) all distributions thereon after but
not including the Distribution Date occurring in January 2008, and (iii) the Trust Certificate
Account and such assets that are deposited therein from time to time, together with any and all
income, proceeds and payments with respect thereto.
Trustee: Deutsche Bank Trust Company Americas or its successor in interest, or any
successor trustee appointed as herein provided.
Trustee Information: As specified in Section 10.05(a)(i)(A).
Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to
each Uncertificated REMIC I Regular Interest, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof on the Related
Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular
Interest and (ii) as to each Grantor Trust Uncertificated REMIC II Regular Interest, interest accrued
during the related Interest Accrual Period at the related Uncertificated Pass-Through Rate on the
Uncertificated Principal Balance thereof immediately prior to such Distribution Date.
Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC
I Regular Interests the per annum rate specified in the definition of Uncertificated REMIC I Regular
Interests. With respect to each of the Grantor Trust Uncertificated REMIC II Regular Interests, the
per annum rates specified in the definition of Grantor Trust Uncertificated REMIC II Regular Interest.
Uncertificated Principal Balance: With respect to each Uncertificated REMIC I
Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. With
respect to each Grantor Trust Uncertificated REMIC II Regular Interest, as defined in the definition
of Grantor Trust Uncertificated REMIC Regular Interests.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular
Interests identified in the table below, each representing an undivided beneficial ownership interest
in REMIC I, and having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC I
Regular Interest identified in the table below shall be the amount identified as the Initial
Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts
previously deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 9.04(a)(ii) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have occurred in
connection with Class I Loss Amounts and Class II Loss Amounts that were previously deemed
allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular
Interest pursuant to Section 9.04(d), which equals the aggregate principal balance of the
Classes of Certificates identified as related to such Uncertificated REMIC I Regular
Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I
Regular Interest identified in the table below shall be the per annum rate set forth in the
Pass-Through Rate column of such table.
3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular
Interest identified in the table below shall be, for any Distribution Date, the amount
deemed distributed with respect to such Uncertificated REMIC I Regular Interest on such
Distribution Date pursuant to the provisions of Section 9.04(a).
_________________________________________________________________________________________________________________
Uncertificated REMIC I Related Classes of Certificates Pass-Through Rate Initial Principal
Regular Interest Balance
_________________________________________________________________________________________________________________
X Class I-A-1, Class I-A-2 6.00% $75,000,000
_________________________________________________________________________________________________________________
Y Class R-II, Class I-A-3, Class 6.00% $118,331,231
I-A-4, Class II-A-1, Class II-A-2,
Class II-A-3
_________________________________________________________________________________________________________________
Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each
Uncertificated REMIC I Regular Interest, the amount specified as the Uncertificated REMIC I Regular
Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC I Regular
Interests.
Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular
Interests identified in the table below, each representing an undivided beneficial ownership interest
in REMIC II, and having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC II
Regular Interest identified in the table below shall be the amount identified as the Initial
Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts
previously deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 9.04(a)(ii) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have occurred in
connection with Class I Loss Amounts and Class II Loss Amounts that were previously deemed
allocated to the Uncertificated Principal Balance of such Uncertificated REMIC II Regular
Interest pursuant to Section 9.04(d), which equals the aggregate principal balance of the
Classes of Trust Certificates identified as related to such Uncertificated REMIC II Regular
Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II
Regular Interest identified in the table below shall be the per annum rate for the related
Class of Trust Certificates set forth in such table exclusive of any portion thereof derived
from the Corridor Agreement.
3. The Uncertificated REMIC II Distribution Amount for each REMIC II Regular
Interest identified in the table below shall be, for any Distribution Date, the amount
deemed distributed with respect to such Uncertificated REMIC II Regular Interest on such
Distribution Date pursuant to the provisions of Section 9.04(a).
_________________________________________________________________________________________
Uncertificated REMIC II Related Classes of Trust Certificates Initial Principal
Regular Interest Balance
_________________________________________________________________________________________
I-A-1 I-A-1 $75,000,000
_________________________________________________________________________________________
I-A-2 I-A-2 Notional
_________________________________________________________________________________________
I-A-3 I-A-3 $12,038,257
_________________________________________________________________________________________
I-A-4 I-A-4 $14,920,000
_________________________________________________________________________________________
Underlying Certificate: Any one of the Group I Underlying Certificates or Group II
Underlying Certificates. The outstanding aggregate certificate principal balance, as of the Closing
Date, of the Underlying Certificates is $118,331,131.60.
Underlying Certificate Balance: The aggregate of the Group I Underlying Certificate
Balance and the Group II Underlying Certificate Balance.
Underlying Certificate Group: Either of the Group I Underlying Certificates or
Group II Underlying Certificates.
Underlying Certificateholder: The registered owner of the Underlying Certificates.
Underlying Distribution Date Statement: With respect to the Underlying Certificates
and any Distribution Date, the monthly remittance report forwarded to the holder thereof with respect
to such Distribution Date pursuant to the terms of each Pooling and Servicing Agreement.
United States Person: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income from sources without the United
States is includible in gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
U.S.A. Patriot Act: Uniting and Strengthening America by Providing Appropriate
Tools to Intercept and Obstruct Terrorism Act of 2001, as amended.
Voting Rights: 99% of all of the Voting Rights shall be allocated among Holders of
Trust Certificates, other than the Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Trust Certificates; and 1.0% of all voting rights will be
allocated among the Holders of the Class R Certificates in accordance with their respective
Percentage Interests. Voting Rights of Exchangeable Certificates will be allocated among Exchanged
Certificates exchanged for such Exchangeable Certificates, pro rata, in accordance with their
respective Certificate Principal Balances or Notional Amounts, as applicable. Voting Rights of
Exchangeable Certificates will be allocated among Exchanged Certificates exchanged for such
Exchangeable Certificates, pro rata, in accordance with their respective Certificate Principal
Balances.
WHFIT: A "Widely Held Fixed Investment Trust" as that term is defined in Treasury
Regulations section 1.671-5(b)(22) or successor provisions.
WHFIT Regulations: Treasury Regulations section 1.671-5, as amended.
WHMT: A "Widely Held Mortgage Trust" as that term is defined in Treasury Regulations
section 1.671-5(b)(23) or successor provisions.
Additionally, all references to the words "real estate mortgage investment conduit" herein
shall have the meaning assigned to such words in Section 860D of the Code.
Section 1.02 Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate
Trust Certificates for any Interest Accrual Period (other than the initial Interest Accrual Period)
will be determined as described below:
On each Distribution Date, LIBOR shall be established by the Trustee and, as to any
Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears
on the Reuters Screen LIBOR01 Page (or such other page as may replace such page on that service for
the purpose of displaying London interbank offered rates of major banks) as of 11:00 a.m., London
time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period ("LIBOR
Rate Adjustment Date"). If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, any other service for displaying
LIBOR or comparable rates as may be selected by the Trustee after consultation with the Certificate
Administrator), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be
determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference
banks (which shall be any three major banks that are engaged in transactions in the London interbank
market, selected by the Trustee after consultation with the Certificate Administrator) as of 11:00
a.m., London time, on the day that is one LIBOR Business Day prior to the immediately preceding
Distribution Date to prime banks in the London interbank market for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Trust
Certificates then outstanding. The Trustee will request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such quotations are provided, the
rate will be the arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on
such date fewer than two quotations are provided as requested, the rate will be the arithmetic mean
of the rates quoted by one or more major banks in New York City, selected by the Trustee after
consultation with the Certificate Administrator, as of 11:00 a.m., New York City time, on such date
for loans in U.S. Dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Trust
Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the
prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 3.14% per annum;
provided, however, if, under the priorities described above, LIBOR for a Distribution Date would be
based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the
Trustee shall, after consultation with the Certificate Administrator, select an alternative
comparable index (over which the Trustee has no control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available) by an independent party.
"LIBOR Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the city of London, England are required or authorized by law to be closed.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the
Certificate Administrator's subsequent calculation of the Pass-Through Rates applicable to each of
the Adjustable Rate Trust Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the
Certificate Administrator with the results of its determination of LIBOR on such date. Furthermore,
the Trustee will supply the Pass-Through Rates on each of the Adjustable Rate Trust Certificates for
the current and the immediately preceding Interest Accrual Period via the Trustee's website, which
may be obtained by telephoning the Trustee at (000) 000-0000.
ARTICLE II
CONVEYANCE OF THE UNDERLYING CERTIFICATES;
ORIGINAL ISSUANCE OF TRUST CERTIFICATES
Section 2.01. Conveyance of the Underlying Certificates.
(a) In return for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, concurrently with the execution and delivery hereof, does
hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use
and benefit of the Certificateholders, without recourse, all the right, title and interest of the
Company in and to (A) the Underlying Certificates, (B) all amounts payable to the holders of the
Underlying Certificates in accordance with the terms thereof after the January 25, 2008 distribution
date, and (C) all proceeds thereof, including without limitation all amounts from time to time held
or invested in the Trust Certificate Account, whether in the form of cash, instruments, securities or
other property.
In connection with such sale, on the Closing Date the Company shall cause the
Underlying Certificates to be transferred to the Trustee through the Depository.
The Trustee hereby acknowledges the receipt by it of the Underlying Certificates and
the other property referenced above, and declares that it holds and will hold the Underlying
Certificates and such other property, and all other assets and documents included in the Trust Fund,
in trust for the exclusive use and benefit of all present and future Certificateholders.
(b) It is intended that the conveyance by the Company to the Trustee of the
Underlying Certificates and the related property as provided for in this Section 2.01 be construed as
a sale of the Underlying Certificates and the related property by the Company to the Trustee for the
benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be
the grant of a security interest in the Underlying Certificates or the related property by the
Company to the Trustee to secure a debt or other obligation of the Company. However, in the event
that, notwithstanding the intent of the parties, the Underlying Certificates or the related property
is held to be the property of the Company, or if for any other reason this Agreement is held or
deemed to create a security interest in the Underlying Certificates or the related property, then
(i) this Agreement shall constitute a security agreement, and (ii) the conveyance provided for in
this Section shall be deemed to be a grant by the Company to the Trustee of, and the Company hereby
grants to the Trustee, to secure all of the Company's obligations hereunder, a security interest in
all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to
(A) the Underlying Certificates, (B) all amounts payable to the holders of the Underlying
Certificates in accordance with the terms thereof after the January 25, 2008 distribution date, and
(C) all proceeds thereof, including without limitation all amounts from time to time held or invested
in the Trust Certificate Account, whether in the form of cash, instruments, securities or other
property.
(c) The Company, the Certificate Administrator and the Trustee shall, to the
extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure
that, if this Agreement were determined to create a security interest in the Underlying Certificates
and the other property described above, such security interest would be a perfected security interest
of first priority under applicable law and will be maintained as such throughout the term of this
Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver
to the Trustee not less than 15 days prior to any filing date, and the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in the
Underlying Certificates, as evidenced by an Officers' Certificate of the Company, including without
limitation (x) continuation statements, and (y) such other financing statements or amendments as may
be occasioned by (1) any change of name or address of the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name or
address) or (2) any change in the type or jurisdiction of organization of the Company.
Section 2.02. Issuance of Trust Certificates.
The Trustee acknowledges the transfer, delivery and assignment to it of the
Underlying Certificates, together with the assignment to it of all other assets included in the Trust
Fund, and declares that it holds and will hold the Underlying Certificates and all other assets
included in the Trust Fund in trust for the benefit of all present and future Certificateholders.
Concurrently with such transfer and delivery, the Trustee has duly executed, authenticated and
delivered, to or upon the order of the Company, the Trust Certificates in authorized denominations,
registered in such names as the Company has requested, and such Trust Certificates evidence the
beneficial interest in the entire REMIC.
Section 2.03. Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution and
delivery hereof, does hereby assign without recourse all the right, title and interest of the Company
in and to the Uncertificated REMIC I Regular Interests to the Trustee for the benefit of the Holders
of each Class of Trust Certificates (other than the Class R-I Certificates). The Trustee
acknowledges receipt of the Uncertificated REMIC I Regular Interests and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all present and future Holders of
each Class of Trust Certificates (other than the Class R-I Certificates). The rights of the Holders
of each Class of Trust Certificates (other than the Class R-I Certificates) to receive distributions
from the proceeds of REMIC II in respect of such Classes, and all ownership interests of the Holders
of such Classes in such distributions, shall be as set forth in this Agreement.
Section 2.04. Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I Certificates.
The Trustee acknowledges the assignment to it of the Underlying Certificates,
together with the assignment to it of all other assets included in the Trust Fund and/or the
applicable REMIC, receipt of which is hereby acknowledged. Concurrently with such delivery and in
exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer
of the Company, has executed and caused to be authenticated and delivered to or upon the order of the
Company the Class R-I Certificates in authorized denominations which together with the Uncertificated
REMIC I Regular Interests, evidence the beneficial interest in REMIC I.
Section 2.05. Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of
the Company executed by an officer of the Company, the Trustee has executed and caused to be
authenticated and delivered to or upon the order of the Company, all Classes of Certificates (other
than the Class R-I Certificates) in authorized denominations, which in the aggregate evidence
ownership of the entire beneficial interest in REMIC II.
Section 2.06. Purposes and Powers of the Trust Fund.
The purpose of the trust, as created hereunder, is to engage in the following
activities:
(a) to sell the Trust Certificates to the Company in exchange for the
Underlying Certificates;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. The trust
shall not engage in any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Trust Certificate is outstanding
without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Trust Certificates.
ARTICLE III
ADMINISTRATION OF THE UNDERLYING CERTIFICATES;
PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS
Section 3.01. Collection of Monies.
Except as otherwise provided in Section 6.01, upon its receipt of a Notice of Final
Distribution, the Trustee shall present and surrender the applicable Underlying Certificates, for
final payment thereon in accordance with the terms and conditions of the related Pooling and
Servicing Agreement and such Notice of Final Distribution. The Trustee shall promptly deposit in the
Trust Certificate Account the final distribution received upon presentation and surrender of such
Underlying Certificates.
Section 3.02. Establishment of Trust Certificate Account; Deposits in Trust
Certificate Account.
(a) The Trustee shall establish and maintain the Trust Certificate Account,
which shall be a segregated, non-interest bearing trust account. The Trustee shall cause the
following payments and collections in respect of the Underlying Certificates to be deposited directly
into the Trust Certificate Account:
(i) all distributions due and received on the Underlying Certificates
subsequent to the Closing Date;
(ii) any amounts received in connection with the sale of the Underlying
Certificates pursuant to Section 6.01 in accordance with a plan of complete liquidation of the Trust
Fund; and
(iii) any other amounts specifically required to be deposited in the
Trust Certificate Account hereunder.
The foregoing requirements for deposit in the Trust Certificate Account shall be
exclusive.
On or prior to the second Business Day immediately prior to each Distribution Date,
the Certificate Administrator shall determine any amounts owed by the Corridor Provider under the
Corridor Agreement and inform the Supplemental Interest Trust Trustee in writing of the amounts so
calculated.
(b) Funds in the Trust Certificate Account shall be held uninvested.
Section 3.03. Permitted Withdrawals From the Trust Certificate Account.
The Trustee may from time to time withdraw funds from the Trust Certificate Account
for the following purposes:
(i) to make distributions in the amounts and in the manner provided for in
Section 3.04;
(ii) to reimburse the Certificate Administrator, Company, the Trustee or the
Supplemental Interest Trust Trustee for expenses incurred by and reimbursable to the Certificate
Administrator, Company, the Trustee or the Supplemental Interest Trust Trustee pursuant to Sections
5.11(b), 9.01(c) or 7.03 or as otherwise permitted under this Agreement; and
(iii) to clear and terminate the Trust Certificate Account upon the termination
of this Agreement.
Section 3.04. Distributions.
(a) On each Distribution Date the Trustee shall distribute, based on
information received from the Certificate Administrator, to each Certificateholder of record on the
related Record Date (other than as provided in Section 6.01 respecting the final distribution) either
in immediately available funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Trustee, or, if such Certificateholder has not so notified the
Trustee by the Record Date, by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share (which shall be based on the
aggregate of the Percentage Interests represented by Trust Certificates of the applicable Class held
by such Holder) of the following amounts (subject to the provisions of Section 3.04(a)(v) below), in
each case to the extent of the Available Funds remaining:
(i) from the Interest Distribution Amount related to distributions of interest to the Group
I Underlying Certificates (together with the Corridor Agreement Payment in respect of the Class I-A-1
Certificates which shall be applied in accordance with Section 3.11), to the Holders of the Class I
Certificates, Accrued Certificate Interest on such Classes of Certificates for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution
Date;
(ii) from the Interest Distribution Amount related to distributions of interest to the Group
II Underlying Certificates, to the Holders of the Class II Certificates, Accrued Certificate Interest
on such Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date;
(iii) For the Class I Certificates, the Principal Distribution Amount for the Group I
Underlying Certificates shall be distributed concurrently as follows:
(A) 10.0004236959% of such amount shall be distributed to the Class I-A-3A
Component until the Certificate Principal Balance thereof has been reduced to zero; and
(B) 89.9995763041% of such amount shall be distributed in the following manner
and priority:
(1) first, to the Class I-A-1 Certificates, until the Certificate
Balance thereof has been reduced to zero; and
(2) second, to the Class I-A-4 Certificates and the Class I-A-3B
Component, on a pro rata basis in accordance with their respective Certificate
Principal Balances, until the Certificate Principal Balances thereof have been
reduced to zero; and
(iv) For the Class II Certificates, the Principal Distribution Amount for the Group II
Underlying Certificates shall be distributed to the Class II-A-1 Certificates and Class II-A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances,
until the Certificate Principal Balances thereof have been reduced to zero; provided, that for any
Distribution Date on which the Class II-A-3 Certificates are outstanding, the Class II-A-3
Certificates will be paid the amount that would otherwise have been distributable to the Class II-A-1
Certificates and Class II-A-2 Certificates exchanged for such Class II-A-3 Certificates had such
Class II-A-1 Certificates and Class II-A-2 Certificates been outstanding on such Distribution Date.
In addition, on the Distribution Date occurring in February 2008, the Class R
Deposit will be distributed to the Holders of the Class R-I Certificates and the Class R-II
Certificates, on a pro rata basis, in reduction of the Certificate Principal Balances thereof.
Distributions of amounts received under the Corridor Agreement will be made in
accordance with Section 3.11.
(b) Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the
amount of such distribution to the accounts of its Depository Participants in accordance with its
normal procedures. Each Depository Participant shall be responsible for disbursing such distribution
to the Certificate Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing
funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar,
the Company or the Certificate Administrator shall have any responsibility therefor.
(c) Except as otherwise provided in Section 6.01, if the Certificate
Administrator anticipates that a final distribution with respect to any Class of Trust Certificates
will be made on the next Distribution Date, the Certificate Administrator shall, no later than the
fifteen days prior to such final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such notification, mail on such date to each Holder of such Class of
Trust Certificates a notice to the effect that: (i) the Trustee anticipates that the final
distribution with respect to such Class of Trust Certificates will be made on such Distribution Date
but only upon presentation and surrender of such Trust Certificates at the office of the Trustee
specified therein or as otherwise specified therein, and (ii) no interest shall accrue on such Trust
Certificates from and after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Trust Certificates pursuant to Section 6.01(b) do not
surrender their Trust Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Trust Certificates to be withdrawn from the Trust Certificate
Account and credited to a separate escrow account for the benefit of such Certificateholders as
provided in Section 6.01(b). The funds in such escrow account shall not be invested.
(d) The Classes of Exchangeable Certificates outstanding on any Distribution
Date shall be entitled to the principal and interest distributions for such Certificates pursuant to
this Section 3.04. In the event that the Exchangeable Certificates are exchanged for the Exchanged
Certificates, such Exchanged Certificates shall be entitled to the principal distributions that would
be allocable to the related Exchangeable Certificates pursuant to this Section 3.04 if such
Exchangeable Certificates were outstanding on such date, which shall be allocated to the Exchanged
Certificates on a pro rata basis in accordance with their respective Certificate Principal Balances,
and such Exchangeable Certificates shall be entitled to no distributions of principal and interest.
Such Exchanged Certificates shall also be entitled to distributions of interest at the Pass-Through
Rate of the Exchangeable Certificates.
Section 3.05. Statements to Certificateholders; Exchange Act Reporting;
Statements to the Rating Agencies.
(a) Concurrently with each distribution charged to the Trust Certificate
Account and with respect to each Distribution Date the Certificate Administrator shall forward to the
Trustee and the Trustee shall either forward by mail or make available to each Holder and the
Company, via the Trustee's internet website, a statement (and at its option, any additional files
containing the same information in an alternative format) including each Underlying Distribution Date
Statement received by the Trustee relating to such Distribution Date and setting forth the following
information as to each Class of Trust Certificates:
(i) the Available Funds relating to interest and principal payments
with respect to each Underlying Certificate Group for such Distribution Date;
(ii) with respect to such Distribution Date, the aggregate amount of
Accrued Certificate Interest, the Pass-Through Rate and the aggregate Principal Distribution Amount
for each Underlying Certificate Group and the amounts of principal and interest distributed to the
Certificateholders of each Class of Trust Certificates on such Distribution Date pursuant to Section
3.04;
(iii) the aggregate amount of distributions on each class of the Class R
Certificates on such Distribution Date pursuant to Section 3.04, if any;
(iv) the Certificate Principal Balance or Notional Amount, as
applicable, of each class of the Class I Certificates and the Class II Certificates after giving
effect to distributions of principal of such Trust Certificates on such Distribution Date;
(v) the Group I Underlying Certificate Balance and the Group II
Underlying Certificate Balance as of such Distribution Date, after giving effect to the distribution
of principal made thereon and the amount of any Realized Losses with respect to the Group I
Underlying Certificates and the Group II Underlying Certificates applied to reduce the Group I
Underlying Certificate Balance or Group II Underlying Certificate Balance, as applicable, on such
Distribution Date;
(vi) the amount of any reductions in the Certificate Principal Balance
of each Class of the Class I Certificates and the Class II Certificates by the related Loss Amount;
and
(vii) the Corridor Agreement Payments, if any, for such Distribution
Date.
The Trustee shall mail to each Holder that requests a paper copy by telephone a
paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this
Section 3.05 provided that such procedures are no less convenient for the Certificateholders. The
Trustee shall provide prior notification to the Company, the Certificate Administrator and the
Certificateholders regarding any such modification. In addition, the Certificate Administrator shall
provide to any manager of a trust fund consisting of some or all of the Trust Certificates, upon
reasonable request, such additional information as is reasonably obtainable by the Certificate
Administrator at no additional expense to the Certificate Administrator.
(b) In addition, the Trustee promptly will furnish to Certificateholders copies
of any notices, statements, reports or other communications including, without limitation, the
Underlying Distribution Date Statements, received by the Trustee as the Underlying Certificateholder.
(c) Within a reasonable period of time after it receives a written request from
a Holder of a Trust Certificate, the Certificate Administrator shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Trust Certificate, other than a Class R Certificate, a statement
containing the information set forth in clause (a)(ii) above aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder. Such obligation of the
Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any
requirements of the Code.
(d) Within a reasonable period of time after it receives a written request from
a Holder of a Class R Certificate, the Certificate Administrator shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 3.05 (a)(iii) aggregated for such calendar
year or applicable portion thereof during which such Person was the Holder of a Class R Certificate.
Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant
to any requirements of the Code.
(e) The Certificate Administrator will deliver to the Company and the Trustee
on or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during
which the Company's annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, the date on which the annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations
of the Commission, (i) a servicing assessment as described in Section 3.05(g)(ii) and (ii) a servicer
compliance statement, signed by an authorized officer of the Certificate Administrator, as described
in Items 1122(a), 1122(b) and 1123 of Regulation AB, to the effect that:
(A) A review of the Certificate Administrator's activities during the
reporting period and of its performance under this Agreement has been made under such
officer's supervision.
(B) To the best of such officer's knowledge, based on such review, the
Certificate Administrator has fulfilled all of its obligations under this Agreement in all
material respects throughout the reporting period or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof.
The Certificate Administrator shall use commercially reasonable efforts to obtain
from all other parties participating in the servicing function, including parties relating to the
Underlying Certificates, any additional certifications required under Item 1122 and Item 1123 of
Regulation AB to the extent required to be included in a Report on Form 10-K; provided, however, that
a failure to obtain such certifications shall not be a breach of the Certificate Administrator's
duties hereunder if any such party fails to deliver such a certification.
(f) The Certificate Administrator shall, on behalf of the Company and in
respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and regulations of the
Commission thereunder, including, without limitation, reports on Form 10-K, Form 10-D and Form 8-K.
In connection with the preparation and filing of such periodic reports, the Trustee shall timely
provide to the Certificate Administrator (i) a list of Certificateholders as shown on the Certificate
Register as of the end of each calendar year, (ii) copies of all pleadings, other legal process and
any other documents relating to any claims, charges or complaints involving the Trustee, as trustee
hereunder, or the Trust Fund that are received by a Responsible Officer of the Trustee, (iii) notice
of all matters that, to the actual knowledge of a Responsible Officer of the Trustee, have been
submitted to a vote of the Certificateholders, other than those matters that have been submitted to a
vote of the Certificateholders at the request of the Company or the Certificate Administrator, and
(iv) notice of any failure of the Trustee to make any distribution to the Certificateholders as
required pursuant to this Agreement. Neither the Certificate Administrator nor the Trustee shall
have any liability with respect to the Certificate Administrator's failure to properly prepare or
file such periodic reports resulting from or relating to the Certificate Administrator's inability or
failure to obtain any information not resulting from the Certificate Administrator's own negligence
or willful misconduct.
(g) Any Form 10-K filed with the Commission in connection with this Section
3.05 shall include, with respect to the Certificates relating to such Form 10-K:
(i) A certification, signed by the senior officer in charge
of the servicing functions of the Certificate Administrator, in the form attached as
Exhibit E hereto or such other form as may be required or permitted by the
Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and
15d-14 under the Exchange Act and any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during
the preceding calendar year with all applicable servicing criteria set forth in
relevant Commission regulations with respect to mortgage-backed securities
transactions taken as a whole involving the Certificate Administrator that are
backed by the same types of assets as those backing the certificates, as well as
similar reports on assessment of compliance received from other parties
participating in the servicing function as required by relevant Commission
regulations, as described in Item 1122(a) of Regulation AB. The Certificate
Administrator shall obtain from all other parties participating in the servicing
function any required assessments.
(iii) With respect to each assessment report described
immediately above, a report by a registered public accounting firm that attests to,
and reports on, the assessment made by the asserting party, as set forth in relevant
Commission regulations, as described in Regulation 1122(b) of Regulation AB.
(iv) The servicer compliance certificate required to be
delivered pursuant to Section 3.05(e).
(h) In connection with the Form 10-K Certification, the Trustee shall provide
the Certificate Administrator with a back-up certification substantially in the form attached hereto
as Exhibit F.
(k) This Section 3.05 may be amended in accordance with this Agreement without
the consent of the Certificateholders.
(l) The Trustee shall make available on the Trustee's internet website each of
the reports filed with the Commission by or on behalf of the Company under the Exchange Act, as soon
as reasonably practicable upon delivery of such reports to the Trustee.
(m) On each Distribution Date, beginning with the Distribution Date in February
2008, the Trustee shall either forward by mail or otherwise make available to S&P, a statement
setting forth (i) whether any exchanges of Exchangeable Certificates or Exchanged Certificates have
taken place since the preceding Distribution Date, (ii) the Exchanged Certificates or Exchangeable
Certificates received by the Certificateholder as a result of each such exchange that took place
since the preceding Distribution Date, and (iii) a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of all Certificates of any Class of
Certificates that were exchanged since the preceding Distribution Date, and the denominator of which
is the Initial Certificate Principal Balance of such Class of Certificates.
Section 3.06. Access to Certain Documentation and Information.
The Trustee shall provide to the Certificateholders access to the Trust Certificates
and all reports, documents and records maintained by the Trustee in respect of its duties hereunder,
such access being afforded without charge but only upon reasonable written request no less than two
Business Days prior to such access and during normal business hours at offices designated by the
Trustee.
Upon the written request of any Certificateholder, the Trustee shall promptly seek
to obtain (and, upon obtaining, shall promptly deliver to the requesting Certificateholder) any
reports, statements, certificates, documents, records and/or other information available to it as
owner of the Underlying Certificates under each Pooling and Servicing Agreement; provided that if it
must pay any fee or other charge under either Pooling and Servicing Agreement in connection
therewith, it may in turn require the requesting Certificateholder to pay such fee or other charge.
Section 3.07. Sale of Defective Assets.
Upon the discovery by, or written notice to, the Company or the Trustee that the
Underlying Certificates are not regular interests of the REMIC or that any other asset of the REMIC
is not a permitted asset of the REMIC, the party discovering such fact shall give prompt written
notice to the other party. The Trustee shall sell the Underlying Certificates (or other asset, as
the case may be) upon the terms and at the direction of the Company within 90 days of such discovery
and any tax resulting therefrom not borne by the Trustee pursuant to Article V hereof shall be
payable out of the Trust Fund.
Section 3.08. Modification of Underlying Certificates
Notwithstanding any contrary provision herein, the Trustee will not permit the
modification of any of the Underlying Certificates unless (a) such modification is in accordance with
the related Pooling and Servicing Agreement and (b) the Trustee has received an Opinion of Counsel
(which shall not be an expense of the Trustee) that such modification would not endanger the status
of the REMIC as a real estate mortgage investment conduit.
Section 3.09. Allocation of Loss Amounts
Class I Loss Amounts and Class II Loss Amounts will be allocated to the Class I Certificates
and Class II Certificates, respectively, on each Distribution Date on a pro rata basis in accordance
with their respective Certificate Principal Balances; provided, however, that (a) Class I Loss
Amounts otherwise allocable to the Class I-A-1 Certificates will be allocated to the Class I-A-3A
Component until the Certificate Principal Balance of the Class I-A-3A Component has been reduced to
zero, (b) Class I Loss Amounts otherwise allocable to the Class I-A-4 Certificates will be allocated
to the Class I-A-3B Component until the Certificate Principal Balance of the Class I-A-3B Component
has been reduced to zero and (c) Class II Loss Amounts otherwise allocable to the Class II-A-1
Certificates will be allocated to the Class II-A-2 Certificates until the Certificate Principal
Balance of the Class II-A-2 Certificates has been reduced to zero. Class I Loss Amounts allocable to
the Class I-A-3 Certificates that are not allocated in accordance with clause (a) or clause (b) of
the preceding sentence will be allocated between the Class I-A-3A Component and the Class I-A-3B
Component on a pro rata basis in accordance with their respective Certificate Principal Balances.
In addition, the Classes of Exchangeable Certificates outstanding on any
Distribution Date shall bear the share of Loss Amounts and interest shortfalls allocable to such
Class of Certificates as provided in this Section 3.09 and the definition of Accrued Certificate
Interest. Any Exchanged Certificates outstanding on any Distribution Date will be allocated the Loss
Amounts and interest shortfalls that would be allocable to each Class of Exchangeable Certificates
pursuant to this Section 3.09 and the definition of Accrued Certificate Interest were such Classes of
Exchangeable Certificates outstanding on such date.
Section 3.10. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee shall comply with
all federal withholding requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee does withhold any amount from interest or original issue
discount payments or advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such Certificateholder pursuant to
the terms of such requirements.
Section 3.11. Corridor Agreement.
(a) On the Closing Date, the Supplemental Interest Trust Trustee shall (i)
establish and maintain in its name, in trust for the benefit of the Certificateholders, the
Supplemental Interest Trust Account, which shall be a segregated non-interest bearing trust account,
and (ii) for the benefit of the RALI 2008-QR1 Trust, enter into the Corridor Agreement with the
Corridor Provider. It is intended that the Supplemental Interest Trust be classified for federal
income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the
Code, of which Credit Suisse Securities (USA) LLC is the owner, rather than a partnership, an
association taxable as a corporation or a taxable mortgage pool; and the powers granted and
obligations undertaken in this Agreement shall be construed so as to further such intent. The
primary activities of the Supplemental Interest Trust created pursuant to this Agreement shall be:
(i) holding the Corridor Agreement; (ii) receiving collections or making payments with respect to
the Corridor Agreement; and (iii) engaging in other activities that are necessary or incidental to
accomplish these limited purposes, which activities cannot be contrary to the status of the
Supplemental Interest Trust as a qualified special purpose entity under existing accounting
literature.
The Company and the Certificateholders (by acceptance of their Trust Certificates)
acknowledge and agree that (i) the Supplemental Interest Trust Trustee shall execute and deliver the
Corridor Agreement on behalf of Party B (as defined therein), and (ii) the Supplemental Interest
Trust Trustee shall exercise the rights, perform the obligations, and make the representations of
Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party
B (as defined therein) and not in its individual capacity.
Every provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trustee shall apply to the Trustee's execution (as Supplemental
Interest Trust Trustee) of the Corridor Agreement, and the performance of its duties and satisfaction
of its obligations thereunder.
(b) The Supplemental Interest Trust Account shall be an Eligible Account. The
Supplemental Interest Trust Account constitutes an "outside reserve fund" within the meaning of
Treasury Regulation Section 1.860G 2(h) and is not an asset of the REMICs. Credit Suisse Securities
(USA) LLC shall be the owner of the Supplemental Interest Trust Account. The Supplemental Interest
Trust Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental
Interest Trust Account. The Supplemental Interest Trust Trustee shall, at the written direction of
the Certificate Administrator, invest amounts on deposit in the Supplemental Interest Trust Account
in Permitted Investments. The amount of any losses incurred in respect of investments made at the
written direction of the Certificate Administrator shall be deposited into the Supplemental Interest
Trust Account by the Certificate Administrator out of the Certificate Administrator 's own funds
immediately as realized without any right of reimbursement. In the absence of written direction to
the Supplemental Interest Trust Trustee from the Certificate Administrator, all funds in the
Supplemental Interest Trust Account shall remain uninvested.
(c) In the event that the Trustee (in its capacity as Supplemental Interest
Trust Trustee) does not receive by the Business Day preceding a Distribution Date the amount as
specified by the Certificate Administrator pursuant to Section 3.02(a) hereof as the amount to be
paid with respect to such Distribution Date by the Corridor Provider under the Corridor Agreement,
the Trustee (in its capacity as Supplemental Interest Trust Trustee) shall use reasonable commercial
efforts to enforce the obligation of the Corridor Provider thereunder. The parties hereto
acknowledge that all calculations will be made under the Corridor Agreement. Absent manifest error,
the Trustee (in its capacity as Supplemental Interest Trust Trustee) may conclusively rely on such
calculations and determination and any notice received by it from the Certificate Administrator
pursuant to Section 3.02(a).
(d) The Trustee shall deposit or cause to be deposited any amount received
under the Corridor Agreement into the Supplemental Interest Trust Account on the date such amount is
received from the Corridor Provider under the Corridor Agreement (including termination payments, if
any).
(e) All Corridor Agreement Payments shall be distributed by the Supplemental
Interest Trust Trustee to the Holders of the Class I-A-1 Certificates. On each Distribution Date, the
Trustee shall pay the excess of the amount on deposit in the Supplemental Interest Trust Account over
the Corridor Agreement Payment for such Distribution Date to Credit Suisse Securities (USA) LLC.
(f) In the event that the Corridor Agreement, or any replacement thereof,
terminates prior to the Distribution Date in January 2012 (other than in connection with a
termination in accordance with Section 6.01), the Certificate Administrator, but at no expense to the
Certificate Administrator, on behalf of the Supplemental Interest Trust Trustee, to the extent that
the termination value under the Corridor Agreement is sufficient therefor and only to the extent of
the termination payment received from the Corridor Provider, shall use reasonable efforts to appoint
a new corridor provider to enter into a new corridor agreement with the Supplemental Interest Trust
Trustee, on behalf of the Supplemental Interest Trust, having substantially similar terms as those
set forth in the Corridor Agreement. If the Certificate Administrator, on behalf of the Supplemental
Interest Trust Trustee, is unable to appoint a successor provider to enter into a new corridor
agreement within 30 days of the early termination, then the Certificate Administrator, on behalf of
the Supplemental Interest Trust Trustee, shall deposit such termination payment into the Supplemental
Interest Trust Account and will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such account an amount equal to the Corridor Agreement Payment, if any, that
would have been paid to the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, by the original Corridor Provider, and deposit such amount into the Supplemental
Interest Trust Account for distribution on such Distribution Date pursuant to Section 3.11(d).
Upon an early termination of the Corridor Agreement in connection with the
termination of the Trust (in accordance with Section 6.01), if the Supplemental Interest Trust
Trustee receives a termination payment from the Corridor Provider, such termination payment will be
distributed in accordance with this Section 3.11.
(g) In the event that the Corridor Provider fails to perform any of its
obligations under the Corridor Agreement, or in the event that any Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Corridor Agreement) occurs with
respect to the Corridor Agreement, the Supplemental Interest Trust Trustee shall, promptly following
actual notice of such failure, breach or event, notify the Certificate Administrator and send any
notices and make any demands, on behalf of the Supplemental Interest Trust, required to enforce the
rights of the Supplemental Interest Trust under the Corridor Agreement.
In the event that the Corridor Provider's obligations are guaranteed by a third
party under a guaranty relating to the Corridor Agreement (such guaranty the "Corridor Guaranty" and
such third party the "Corridor Guarantor"), then to the extent that the Corridor Provider fails to
make any payment by the close of business on the day it is required to make payment under the terms
of the Corridor Agreement, the Trustee (in its capacity as Supplemental Interest Trust Trustee)
shall, promptly following actual notice of the Corridor Provider's failure to pay, demand that the
Corridor Guarantor make any and all payments then required to be made by the Corridor Guarantor
pursuant to such Corridor Guaranty; provided, that the Trustee (in its capacity as Supplemental
Interest Trust Trustee) shall in no event be liable for any failure or delay in the performance by
the Corridor Provider or any Corridor Guarantor of its obligations hereunder or pursuant to the
Corridor Agreement and the Corridor Guaranty, nor for any special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.
ARTICLE IV
THE TRUST CERTIFICATES
Section 4.01. The Trust Certificates.
The Class I, Class II and Class R Certificates shall be substantially in the forms
set forth in Exhibits X-0, X-0 and B, respectively, and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the
order of the Company upon receipt by the Trustee of the documents specified in Section 2.01. The
Trust Certificates shall be issuable in the minimum denominations designated in the Preliminary
Statement hereto.
The Trust Certificates shall be executed by manual or facsimile signature on behalf
of an authorized officer of the Trustee. Trust Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Trust Certificate or did not hold such offices at the date
of such Trust Certificates. No Trust Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Trust Certificate a certificate
of authentication substantially in the form provided for herein executed by the Certificate Registrar
by manual signature, and such certificate upon any Trust Certificate shall be conclusive evidence,
and the only evidence, that such Trust Certificate has been duly authenticated and delivered
hereunder. All Trust Certificates shall be dated the date of their authentication.
The Class I Certificates and Class II Certificates shall initially be issued as one
or more Trust Certificates registered in the name of the Depository or its nominee and, except as
provided below, registration of such Trust Certificates may not be transferred by the Trustee except
to another Depository that agrees to hold such Trust Certificates for the respective Certificate
Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of the Book-Entry Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such Trust Certificates
for the respective Certificate Owners with Ownership Interests therein. The Holders of the
Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Trust
Certificates through the book-entry facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Certificate Administrator and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry Certificates) deal with
the Depository as the authorized representative of the Certificate Owners with respect to the
respective Classes of Book-Entry Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of
any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository and (B) the Company
is unable to locate a qualified successor or (ii) the Company notifies the Depository and the Trustee
of its intent to terminate the book-entry system and, upon receipt of notice of such intent from the
Depository, the Depository Participants holding beneficial interests in the Book-Entry Certificates
agree to such termination through the Depository, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall execute, authenticate and deliver the
Definitive Certificates. Neither the Company, the Certificate Administrator nor the Trustee shall be
liable for any actions taken by the Depository or its nominee, including, without limitation, any
delay in delivery of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in connection with the issuance of the
Definitive Certificates pursuant to this Section 4.01 shall be deemed to be imposed upon and
performed by the Trustee, and the Trustee and the Certificate Administrator shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
Section 4.02. Registration of Transfer and Exchange of Trust Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of this Section 4.02, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Trust Certificates and of transfers and exchanges of Trust
Certificates as herein provided. Upon satisfaction of the conditions set forth below, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Trust Certificates of a like Class and
aggregate Percentage Interest. In addition, the Trustee shall notify the Company of each transfer or
exchange of the Trust Certificates.
(b) At the option of the Certificateholders, Trust Certificates may be
exchanged for other Trust Certificates of authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Trust Certificates to be exchanged at any such office or
agency. Whenever any Trust Certificates are so surrendered for exchange the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver the Trust Certificates of such Class
which the Certificateholder making the exchange is entitled to receive. Every Trust Certificate
presented or surrendered for transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(c) (i) Each Person who has or who acquires any Ownership Interest in a Class
R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a United States Person and a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate to a United States Person, the Trustee shall require delivery to it, and
shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and
agreement (a "Transfer Affidavit and Agreement" attached hereto as Exhibit C-1) from the proposed
Transferee, representing and warranting, among other things, that it is a United States Person, that
such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest
in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 4.02(c) and agrees to be bound by them and (II) a certificate,
attached hereto as Exhibit C-2, from the Holder wishing to transfer the Class R Certificate,
representing and warranting, among other things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
by a proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and
(y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit C-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class
R Certificate, by purchasing an Ownership Interest in such Trust Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary
Treasury Regulations 1.67-3T(a)(2)(A) immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate only if
it shall have received the Transfer Affidavit and Agreement, a certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit C-2 and all of such other documents as shall
have been reasonably required by the Trustee as a condition to such registration. Transfers of the
Class R Certificate to Non-United States Persons and Persons other than Permitted Transferees are
prohibited.
(iii) The Trustee shall be under no liability to any Person for any registration
of Transfer of a Class R Certificate that is in fact not permitted by this Section 4.02(c) or for
making any payments due on such Trust Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this Agreement.
(iv) The Certificate Administrator, on behalf of the Trustee, shall make
available all information necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest to any Person who is not a Permitted Transferee, including the information
regarding "excess inclusions" of such Class R Certificate required to be provided to the Internal
Revenue Service and certain Persons as described in Treasury Regulation Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of
the Code having as among its record holders at any time any Person who is not a Permitted
Transferee. Reasonable compensation for providing such information may be required by the
Certificate Administrator.
(v) The provisions of this Section 4.02(c) set forth prior to this Section (v)
may be modified, added or eliminated, provided that the following shall have been delivered to the
Trustee:
(A) a written notification from the Rating Agency to the effect that
the modification, addition or elimination of such provisions will not cause such Rating Agency to
downgrade its then-current ratings of the Trust Certificates; and
(B) subject to Section 9.01(f) hereof, an Opinion of Counsel, which
shall not be an expense of the Trustee, to the effect that such modification, addition or absence of
such provisions will not cause the Trust Fund to cease to qualify as a real estate mortgage
investment conduit and will not cause (x) the Trust Fund to be subject to an entity-level tax caused
by the Transfer of any Class R Certificate to a Person that is not a Permitted Transferee or (y) a
Certificateholder or another Person to be subject to a real estate mortgage investment conduit
related tax caused by the Transfer of a Class R Certificate to a Non-United States Person or a Person
that is not a Permitted Transferee.
(d) In the case of any Class R Certificate presented for registration in the
name of any Person, either (A) the Trustee shall require an Opinion of Counsel addressed to the
Trustee, the Company and the Certificate Administrator, acceptable to and in form and substance
satisfactory to the Trustee to the effect that the purchase or holding of such Class R Certificate is
permissible under applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company or the Certificate
Administrator to any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Certificate Administrator or (B) the
prospective Transferee shall be required to provide the Trustee, the Company and the Certificate
Administrator with a certification to the effect set forth in paragraph fifteen of Exhibit C-1, which
the Trustee may rely upon without further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish that such Transferee or the Person
in whose name such registration is requested is not an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code a
("Plan"), or any Person (including an investment manager, a named fiduciary or a trustee of any Plan)
who is using "plan assets" of any Plan to effect such acquisition, within the meaning of U.S.
Department of Labor regulation 29 C.F.R. Section 2510.3-101.
(e) Each Holder of a Class I-A-1 Certificate or any interest therein that is
acquired by a Plan Investor as of any date prior to the termination of the Supplemental Interest
Trust shall be deemed to have represented, by its acquisition or holding of such Certificate or any
interest therein, that at least one of PTCE 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable
exemption applies to such Holder's right to receive payments from the Supplemental Interest Trust.
(f) No service charge shall be made for any transfer or exchange of Trust
Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer or exchange of Trust
Certificates.
(g) All Trust Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar in accordance with its customary procedures.
Section 4.03. Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If (i) any mutilated Trust Certificate is surrendered to the Certificate Registrar,
or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Trust Certificate, and (ii) there is delivered to the Trustee and
the Certificate Registrar such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Trust
Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor, Class and
Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any
new Trust Certificate under this Section, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute complete
and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the
lost, stolen or destroyed Trust Certificate shall be found at any time.
Section 4.04. Persons Deemed Owners.
Prior to due presentation of a Trust Certificate for registration of transfer, the
Company, the Trustee, the Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the Person in whose name any Trust Certificate is registered as the
owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 3.04
and for all other purposes whatsoever, and neither the Company, the Trustee, the Certificate
Registrar nor any agent of the Company, the Trustee or the Certificate Registrar shall be affected by
notice to the contrary.
Section 4.05. Exchangeable Certificates and Exchanged Certificates.
(a) The Exchangeable Certificates and Exchanged Certificates authorized by this
Agreement shall consist of the Exchangeable Certificates and the Exchanged Certificates having the
characteristics specified or determined as described in Exhibit J, and otherwise shall be subject to
the terms and provisions set forth herein.
(b) The Exchangeable Certificates and the Exchanged Certificates, as
applicable, shall be exchangeable on the books of DTC for the Exchanged Certificates or Exchangeable
Certificates, as applicable, on and after the Closing Date, by notice to the Trustee and Certificate
Administrator substantially in the form of Exhibit I hereto or, under the terms and conditions set
forth and otherwise in accordance with the procedures specified hereunder.
The Exchangeable Certificates shall be exchangeable for Exchanged Certificates in
respective denominations determined based on the Percentage Interest of the initial Certificate
Principal Balances of the Exchangeable Certificates. All Exchangeable Certificates shall be
exchanged only in the same Percentage Interest and each of the related Exchanged Certificates shall
be issued in exchange therefore in the same Percentage Interests. Upon any such exchange, the
portions of the Exchangeable Certificates designated for exchange shall be deemed exchanged and
replaced by the Exchanged Certificates issued in exchange therefor. Correspondingly, Exchanged
Certificates may be further designated for exchange for the Exchangeable Certificates related to a
Combination Group in respective denominations determined based on the Percentage Interest of the
initial Certificate Principal Balances of such Exchanged Certificates. If, as a result of a proposed
exchange, a Certificateholder would hold an Exchanged Certificate or an Exchangeable Certificate of a
Class in an amount less than the applicable minimum denomination for the Class, the Certificateholder
will be unable to effect the proposed exchange.
There shall be no limitation on the number of exchanges authorized pursuant to this
Section 4.05, and, except as provided in the second following paragraph, no fee or other charge shall
be payable to the Trustee or DTC in connection therewith.
In order to effect an exchange of Certificates, the Certificateholder shall notify
the Trustee and the Master Servicer in writing (including by email at
XXX.Xxxxxxxxxxxxxxxxxxxxx@xx.xxx and XXXxxxxxxxXxxxxxxxxxxx@xxxxxxx.xxx), and in accordance with the
requirements set forth herein, no earlier than the first calendar day of each month and no later than
three Business Days prior to the proposed exchange date. The exchange date will be subject to the
Trustee's approval but it can generally be any Business Day other than the first and last Business
Days of the month and subject to the preceding sentence. The notice must be on the
Certificateholder's letterhead, carry a medallion stamp guarantee and set forth the following
information: (i) the CUSIP number of each Certificate or Certificates (as applicable) to be exchanged
and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate
Principal Balance and the initial Certificate Principal Balance of the Certificates to be exchanged;
(iii) the DTC participant numbers to be debited and credited; (iv) the proposed exchange date; and
(v) the Certificateholder's email address. After receiving the notice, the Trustee shall e-mail to
the Certificateholder wire payment instructions relating to the exchange fee. The Trustee will
utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice becomes
irrevocable on the second Business Day before the proposed exchange date.
Notwithstanding any other provision herein set forth, a fee shall be payable to the
Trustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee
prior to the exchange date or such exchange shall not be effected.
The Trustee shall make the first distribution on an Exchangeable Certificate or an
Exchanged Certificate received in an exchange transaction in the following month to the
Certificateholder of record as of the close of business on the Record Date related to such
Distribution Date.
Section 4.06. Tax Status and Reporting of Exchangeable Certificates.
(a) It is intended that the Grantor Trust be classified for federal income tax
purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and the
powers granted and obligations undertaken in this Agreement shall be construed so as to further such
intent. Under no circumstances shall the Trustee, the Certificate Administrator, the Company or the
REMIC Administrator have the power to vary the investments of the Holders of Exchangeable
Certificates or Exchanged Certificates in their related assets of the Grantor Trust in order to take
advantage of variations in the market to improve their rate of return. The Exchangeable Certificates
and the Exchanged Certificates represent undivided beneficial ownership of the Grantor Trust
Uncertificated REMIC II Regular Interests identified as related to such Certificates in the
definition of Grantor Trust Uncertificated REMIC Regular Interests.
(b) The REMIC Administrator shall prepare or cause to be prepared all of the
Tax Returns that it determines are required with respect to the Grantor Trust and deliver such Tax
Returns in a timely manner to the Trustee, and, if required by applicable law, the Trustee is
directed to and shall sign and file such Tax Returns in a timely manner. The expenses of preparing
such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor.
The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or
liability arising from the Trustee's signing of such Tax Returns that contain errors or omissions.
The Trustee and the Certificate Administrator shall promptly provide the REMIC Administrator with
such information in their possession as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare such Tax Returns.
(c) Each beneficial owner of an Exchangeable Certificate or an Exchanged
Certificate shall be deemed to have instructed the Trustee to deposit the related Grantor Trust
Uncertificated REMIC II Regular Interests into the Grantor Trust. The Trustee shall establish and
maintain a Grantor Trust Account. On each Distribution Date, the Certificate Administrator on behalf
of the Trustee (or the Paying Agent appointed by the Trustee) shall be deemed to have deposited into
the Grantor Trust Account all amounts deemed distributed with respect to Grantor Trust Uncertificated
II REMIC Regular Interests pursuant to the provisions of Section 9.04(a).
(d) The Grantor Trust is a WHFIT that is a WHMT. The Trustee will report as
required under the WHFIT Regulations to the extent such information is reasonably necessary. To
enable the Trustee to do so, and to the extent such information is not in the Trustee's possession,
the REMIC Administrator shall provide such information to the Trustee on a timely basis. The Trustee
is hereby directed pursuant to this Agreement to assume that DTC is the only "middleman" (as such
term is defined in the WHFIT Regulations) unless the Company or the Certificate Administrator
notifies the Trustee on writing of the identities of other "middlemen" that are Holders of
Exchangeable Certificates or Exchanged Certificates. The Certificate Administrator and the Company
agree to notify the Trustee in writing of any such additional "middlemen" of which they have
knowledge.
(e) The Trustee will report required WHFIT information using the accrual
method, except to the extent the WHFIT Regulations specifically require a different method. The
Trustee will be under no obligation to determine whether any Exchangeable or Exchanged
Certificateholder or other beneficial owner of an Exchangeable Certificate or an Exchanged
Certificate, to the extent the Trustee knows of any other beneficial owner of an Exchangeable
Certificate or an Exchanged Certificate, uses the cash or accrual method. The Trustee will make
available information as required by the WHFIT Regulations to Exchangeable and Exchanged
Certificateholders annually. In addition, the Trustee will not be responsible or liable for providing
subsequently amended, revised or updated information to any Exchangeable or Exchanged
Certificateholder, unless requested in writing by such Certificateholder.
(f) To the extent required by the WHFIT Regulations, the Trustee will use
reasonable efforts to publish on an appropriate website the CUSIP Numbers for the Exchangeable
Certificates and the Exchanged Certificates. The CUSIP Numbers so published will represent the Rule
144A CUSIP Numbers. The Trustee will make reasonable good faith efforts to keep the website accurate
and updated to the extent CUSIP Numbers have been received. The Trustee will not be liable for
investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number
information.
ARTICLE V
THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
Section 5.01. Duties of the Trustee and Supplemental Interest Trust Trustee.
(a) The Trustee and Supplemental Interest Trust Trustee undertake to perform
such duties and only such duties as are specifically set forth in this Agreement.
(b) The Trustee or Supplemental Interest Trust Trustee, as applicable, upon
receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee or Supplemental Interest Trust Trustee, as applicable, which are
specifically required to be furnished pursuant to any provision of this Agreement, shall examine them
to determine whether they conform to the requirements of this Agreement and, if applicable, each
Pooling and Servicing Agreement; provided, however, that the Trustee will not be responsible for the
accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments. The Trustee or Supplemental Interest Trust Trustee, as applicable,
shall notify the Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement or each Pooling and Servicing Agreement in the event that the Trustee
or Supplemental Interest Trust Trustee, as applicable, after so requesting, does not receive
satisfactorily corrected documents or a satisfactory explanation regarding any such nonconformities.
The Trustee shall forward or cause to be forwarded in a timely fashion the notices,
reports and statements required to be forwarded by the Trustee pursuant to this Agreement. The
Trustee and Supplemental Interest Trust Trustee shall furnish in a timely fashion to the Certificate
Administrator such information as the Certificate Administrator may reasonably request from time to
time for the Certificate Administrator to fulfill its duties as set forth in this Agreement. The
Trustee and Supplemental Interest Trust Trustee covenant and agree that each shall perform its
obligations hereunder in a manner so as to maintain the status of any portion of the REMIC as a real
estate mortgage investment conduit under the REMIC Provisions and (subject to Section 9.01(f) hereof)
to prevent the imposition of any federal, state or local income, prohibited transaction, contribution
or other tax on the Trust Fund or the Supplemental Interest Trust to the extent that maintaining such
status and avoiding such taxes are reasonably within the control of the Trustee or the Supplemental
Interest Trust Trustee and are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee or
Supplemental Interest Trust Trustee, as applicable, from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct; provided, however, that:
(i) The duties and obligations of the Trustee or Supplemental Interest
Trust Trustee, as applicable, shall be determined solely by the express provisions of this Agreement,
the Trustee or Supplemental Interest Trust Trustee, as applicable, shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the Trustee or
Supplemental Interest Trust Trustee, as applicable, and, in the absence of bad faith on the part of
the Trustee or Supplemental Interest Trust Trustee, as applicable, the Trustee or Supplemental
Interest Trust Trustee, as applicable, may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished by the
Company to the Trustee or Supplemental Interest Trust Trustee, as applicable, and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee or Supplemental Interest Trust Trustee, as applicable,
shall not be personally liable for an error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee or Supplemental Interest Trust Trustee, as applicable, unless
it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of
Certificateholders of any Class holding Trust Certificate which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
under either Pooling and Servicing Agreement unless a Responsible Officer of the Trustee assigned to
and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the
Trustee receives written notice of such failure or event at its Corporate Trust Office from the
Company or any Certificateholder; and
(v) No provision in this Agreement shall require the Trustee to expend
or risk its own funds or otherwise incur any personal financial liability in the performance of any
of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee
shall have reasonable grounds for believing that repayment of funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all
federal, state and local taxes imposed on the Trust Fund or its assets or transactions including,
without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the
Code, if, when and as the same shall be due and payable, (B) any tax on contributions to the REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of
a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful
misconduct of the Trustee.
Section 5.02. Certain Matters Affecting the Trustee and Supplemental Interest
Trust Trustee.
(a) Except as expressly set forth herein, the Trustee shall not have any duty
to make, arrange or ensure the completion of any recording, filing or registration of any instrument
of further assurance, or any amendments or supplements to any of said instruments, and the Trustee
shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges
or taxes in connection therewith.
(b) The Trustee shall not have any obligations to see to the payment or
discharge of any liens (other than the liens hereof) upon the Underlying Certificates, or to see to
the application of any payment of the principal of or interest on any note (other than the Trust
Certificates) secured thereby or to the delivery or transfer to any Person of any property released
from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor,
beneficiary or other Person for the delivery or transfer of any such property. The Trustee (and any
successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at
Company's expense, promptly endorse and file Uniform Commercial Code termination statements necessary
to discharge any liens or encumbrances on the Underlying Certificates arising by, through or under
the Trustee (or such successor trustee or co-trustee, as the case may be) either (i) when acting in
its individual capacity or (ii) when acting improperly in its capacity as Trustee (or such successor
trustee or co-trustee, as the case may be).
(c) Except as otherwise provided in Section 5.01:
(i) The Trustee or Supplemental Interest Trust Trustee, as applicable,
may request and may rely and shall be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee or Supplemental Interest Trust Trustee, as applicable,
may consult with counsel and any written advice of its counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(iii) The Trustee or Supplemental Interest Trust Trustee, as applicable,
shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement
or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee or Supplemental Interest Trust
Trustee, as applicable, reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;
(iv) The Trustee or Supplemental Interest Trust Trustee, as applicable,
shall not be personally liable for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document, unless requested in
writing so to do by Holders of Trust Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Certificateholder requesting the
investigation; and
(vi) The Trustee or Supplemental Interest Trust Trustee, as applicable,
may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys.
(d) Following the issuance of the Trust Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished
with an Opinion of Counsel from the party seeking to contribute assets and at such party's expense to
the effect that such contribution will not (i) cause the Trust Fund to fail to qualify as a real
estate mortgage investment conduit at any time that any Trust Certificates are outstanding or
(subject to Section 9.01(f) hereof) (ii) cause the Trust Fund to be subject to any tax as a result of
such contribution (including the imposition of any tax on "prohibited transactions" of the Trust Fund
imposed under Section 860F(a) of the Code).
(e) The Trustee may act as trustee under agreements for the benefit of holders
of each Underlying Certificate. The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Underlying Certificate or
with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without limitation, the compliance
by the Company with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation, any investment of monies by or at
the direction of the Company or any loss resulting therefrom or the acts or omissions of the
Company.
Section 5.03. Trustee and Supplemental Interest Trust Trustee Not Liable for
Trust Certificates or Underlying Certificates.
The recitals contained herein and in the Trust Certificates (other than the
execution of the Trust Certificates and relating to the acceptance and receipt of the Underlying
Certificates) shall be taken as the statements of the Company or the Certificate Administrator as the
case may be, and the Trustee and Supplemental Interest Trust Trustee assume no responsibility for
their correctness. The Trustee and Supplemental Interest Trust Trustee make no representations as to
the validity or sufficiency of this Agreement or of the Trust Certificates (except that the Trust
Certificates shall be duly and validly executed by it as Trustee and authenticated by it as
Certificate Registrar) or of the Underlying Certificates of any related document. Except as
otherwise provided herein, the Trustee and Supplemental Interest Trust Trustee shall not be
accountable for the use or application by the Company or the Certificate Administrator of any of the
Trust Certificates or of the proceeds of such Trust Certificates, or for the use or application of
any funds paid to the Company in respect of the Underlying Certificates deposited in or withdrawn
from the Trust Certificate Account by the Company.
Section 5.04. Trustee and Supplemental Interest Trust Trustee May Own Trust
Certificates.
The Trustee and Supplemental Interest Trust Trustee in their individual or any other
capacity may become the owner or pledgee of Trust Certificates and may transact business with the
Company and the parties to each Pooling and Servicing Agreement with the same rights it would have if
it were not Trustee.
Section 5.05. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a banking corporation or a national
banking association having its principal office in a state and city acceptable to the Company and
organized and doing business under the laws of such state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state authority and the short-term
rating of such institution shall be A-1 in the case of S&P. If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 5.06.
The Trustee and Supplemental Interest Trust Trustee, and any successors thereto,
shall at all times be the same Person.
Section 5.06. Resignation and Removal of the Trustee and Supplemental Interest
Trust Trustee.
(a) The Trustee and Supplemental Interest Trust Trustee, together, may at any
time resign and be discharged from the trusts hereby created by giving written notice thereof to the
Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor
trustee and successor supplemental interest trust trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee and successor supplemental interest trust trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee and Supplemental Interest Trust Trustee may appoint or petition
any court of competent jurisdiction for the appointment of a successor trustee and successor
supplemental interest trust trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 5.05 and shall fail to resign after written request therefor by the
Company, or if at any time the Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Company may remove the Trustee and
Supplemental Interest Trust Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee. In addition, in the event that the Company determines that the Trustee or
Supplemental Interest Trust Trustee, as applicable, has failed (i) to distribute or cause to be
distributed to the Certificateholders any amount required to be distributed hereunder, if such amount
is held by the Trustee or the Supplemental Interest Trust Trustee for distribution or (ii) to
otherwise observe or perform in any material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause
(i) above) or 30 days (in respect of clause (ii) above) after the date on which written notice of
such failure, requiring that the same be remedied, shall have been given to the Trustee by the
Company, then the Company may remove the Trustee and Supplemental Interest Trust Trustee and appoint
a successor trustee and successor supplemental interest trust trustee by written instrument delivered
as provided in the preceding sentence. In connection with the appointment of a successor trustee and
successor supplemental interest trust trustee pursuant to the preceding sentence, the Company shall,
on or before the date on which any such appointment becomes effective, obtain from each Rating Agency
written confirmation that the appointment of any such successor trustee and successor supplemental
interest trust trustee will not result in the reduction of the ratings on any Class of the Trust
Certificates below the lesser of the then current or original ratings on such Trust Certificates.
(c) The Holders of Trust Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and Supplemental Interest Trust Trustee, together, and
appoint a successor trustee and successor supplemental interest trust trustee by written instrument
or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to the Company, one complete set to the Trustee
and Supplemental Interest Trust Trustee so removed and one complete set to the successors so
appointed.
(d) Any resignation or removal of the Trustee and Supplemental Interest Trust
Trustee and appointment of a successor trustee and successor supplemental interest trust trustee
pursuant to any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee and successor supplemental interest trust trustee as provided in
Section 5.07.
(e) Any costs associated with the removal and replacement of the Trustee and
Supplemental Interest Trust Trustee will be paid by Credit Suisse Securities (USA) LLC pursuant to a
letter agreement between Credit Suisse Securities (USA) LLC and the Trustee and Supplemental Interest
Trust Trustee dated the date hereof (the "Fee Letter").
Section 5.07. Successor Trustee and Successor Supplemental Interest Trust
Trustee .
(a) Any successor trustee and successor supplemental interest trust trustee
appointed as provided in Section 5.06 shall execute, acknowledge and deliver to the Company and to
its predecessor trustee or predecessor supplemental interest trust trustee, as applicable, an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee and predecessor supplemental interest trust trustee shall become effective and
such successor trustee and successor supplemental interest trust trustee shall become effective and
such successor trustee and successor supplemental interest trust trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as trustee or supplemental
interest trust trustee herein. The predecessor trustee and predecessor supplemental interest trust
trustee shall deliver to the successor trustee and successor supplemental interest trust trustee the
Underlying Certificates and related documents and statements held by it hereunder, and the Company,
the Certificate Administrator and the predecessor trustee and predecessor supplemental interest trust
trustee shall execute and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor trustee and successor
supplemental interest trust trustee all such rights, powers, duties and obligations.
(b) No successor trustee or successor supplemental interest trust trustee shall
accept appointment as provided in this Section unless at the time of such acceptance (i) such
successor trustee shall be eligible under the provisions of Section 5.05, and (ii) such successor
trustee and successor supplemental interest trust trustee shall be the same Person.
(c) Upon acceptance of appointment by a successor trustee or successor
supplemental interest trust trustee as provided in this Section, the Company shall mail notice of the
succession of such trustee and supplemental interest trust trustee hereunder to all Holders of Trust
Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail
such notice within 10 days after acceptance of appointment by the successor trustee and successor
supplemental interest trust trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.
Section 5.08. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee and
Supplemental Interest Trust Trustee may be merged or converted or with which it may be consolidated
or any corporation or national banking association resulting from any merger, conversion or
consolidation to which the Trustee and Supplemental Interest Trust Trustee shall be a party, or any
corporation or national banking association succeeding to all or substantially all of the corporation
trust business of the Trustee and Supplemental Interest Trust Trustee, shall be the successor of the
Trustee and Supplemental Interest Trust Trustee, as applicable, hereunder, provided such corporation
or national banking association shall be eligible under the provisions of Section 5.05, without the
execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the Certificate Register.
Section 5.09. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Certificate Administrator and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 5.09, such powers, duties, obligations, rights and trusts as
the Certificate Administrator and the Trustee may consider necessary or desirable. If the
Certificate Administrator shall not have joined in such appointment within 15 days after the receipt
by it of a request so to do, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 5.05 hereunder and no notice to Holders of Trust Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under Section 5.07 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 5.09 all rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee, and such separate
trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article V. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
Section 5.10. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the United States where Trust
Certificates may be surrendered for registration of transfer or exchange, or presented for final
distribution, and where the office of the Certificate Registrar is located. The Trustee initially
designates such office to be located at Deutsche Bank Trust Company Americas, c/o DB Services TN, 000
Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention Transfer Unit.
Section 5.11. Trustee's and Supplemental Interest Trust Trustee's Fees and
Expenses; Indemnification
(a) The Trustee, any co-trustee from time to time and the Supplemental Interest
Trust Trustee shall be entitled to compensation for all services rendered by each of them in the
execution of the trusts hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee, any co-trustee and the Supplemental Interest Trust Trustee pursuant
to the Fee Letter.
(b) The Trustee or Supplemental Interest Trust Trustee, as applicable, shall
be indemnified by the Trust Fund and held harmless against, any loss, liability or expense (not
including expenses, disbursements and advances incurred or made by the Trustee, including the
compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of
the Trustee's performance in accordance with the provisions of this Agreement) incurred without
negligence or willful misconduct on the Trustee's or Supplemental Interest Trust Trustee's, as
applicable, part, arising out of, or in connection with, the acceptance and administration of the Trust
Fund or Supplemental Interest Trust, as applicable, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this Agreement or incurred in connection
with a default with respect to the Pooling and Servicing Agreements (such amounts "Extraordinary
Expenses"), subject to an annual maximum of $100,000; provided that any amounts in excess of such
annual maximum (such amounts "Carryover Extraordinary Expenses") shall be paid pursuant to the Fee
Letter and as further described below, and provided further that:
(i) with respect to any such claim, the Trustee or Supplemental
Interest Trust Trustee, as applicable, shall have given the Certificate Administrator written notice
thereof promptly after the Trustee or Supplemental Interest Trust Trustee, as applicable, shall have
actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee or
Supplemental Interest Trust Trustee, as applicable, shall cooperate and consult fully with the
Certificate Administrator in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the
Trust Fund shall not be liable for settlement of any claim by the Trustee or Supplemental Interest
Trust Trustee, as applicable, entered into without the prior consent of the Certificate Administrator
which consent shall not be unreasonably withheld.
Whether or not the Trustee is paid Carryover Extraordinary Expenses pursuant to the
Fee Letter, to the extent funds are available, the Trustee shall be reimbursed from the Trust Fund in
the subsequent year or years (subject to the annual maximum for such subsequent year or years), until
such Carryover Extraordinary Expenses are paid in full from the Trust Fund. To the extent the Trustee
is reimbursed for such Carryover Extraordinary Expenses from the Trust Fund and such Carryover
Extraordinary Expenses were paid by Credit Suisse Securities (USA) LLC pursuant to the Fee Letter, the
Trustee shall promptly remit such reimbursed Carryover Extraordinary Expenses to Credit Suisse
Securities (USA) LLC.
The Trustee and Supplemental Interest Trust Trustee shall be entitled to
reimbursement for Extraordinary Expenses and Carryover Extraordinary Expenses described in this
Section 5.11(b) out of amounts attributable to the Underlying Certificates on deposit in the Trust
Certificate Account as provided in Section 3.03.
Notwithstanding the foregoing, the indemnification provided by the Trust Fund in
this Section 5.11(b) shall not be available (i)(A) for any loss, liability or expense of the Trustee
or Supplemental Interest Trust Trustee, as applicable, including the costs and expenses of defending
itself against any claim, incurred in connection with any actions taken by the Trustee or
Supplemental Interest Trust Trustee, as applicable, at the direction of the Certificateholders
pursuant to the terms of this Agreement or (B) where the Trustee is required to indemnify the
Certificate Administrator pursuant to Section 10.05, and (ii) for any loss, liability or expense for
which the Trustee, in its capacity as trustee of any Underlying Trust, is entitled to indemnification
as provided in the related Underlying Agreement; provided, however, that the Trustee and Supplemental
Interest Trust Trustee shall not be entitled to withdraw from the Trust Certificate Account more than
$100,000 annually pursuant to this Section 5.11(b). The obligation of the Trustee or Supplemental
Interest Trust Trustee to exercise any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders is subject to the provisions of Section 5.02(c)(iii).
The Trustee and Supplemental Interest Trust Trustee will not be responsible to Certificateholders for
any consequences resulting from any failure of the Trustee and Supplemental Interest Trust Trustee to
incur any Extraordinary Expenses in excess of the annual maximum of $100,000.
(c) Notwithstanding the foregoing, nothing contained herein shall affect the
obligations of Credit Suisse Securities (USA) LLC under the Fee Letter.
Section 5.12. Certain Actions Relating to Underlying Certificates. In the event
that there are any matters arising under either Pooling and Servicing Agreement or the operative
documents relating to transactions contemplated by either Pooling and Servicing Agreement which
require the vote, consent or direction of the holders of the related Underlying Certificates, the
Trustee, as holder of the Underlying Certificates, shall vote such Underlying Certificates in
accordance with the written instructions received from the Certificateholders evidencing at least a
majority of the Percentage Interest in the related Trust Certificates. Any Certificateholder that
provides instructions to the Trustee pursuant to the preceding sentence shall also provide the
Trustee and its officers, directors, agents and employees with an indemnity (which shall be
satisfactory to the Trustee) for any loss, liability or expense incurred by the Trustee that arises
out of, or in connection with, such instructions. In the absence of any instruction from the
Certificateholders, the Trustee will abstain from taking any action with respect to any matter
described in the first sentence of this Section 5.12. The Trustee shall forward to each
Certificateholder copies of any communications received regarding matters that require action by
holders of the related Underlying Certificates.
Section 5.13. U.S.A. Patriot Act Compliance. In order to comply with laws,
rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering
("Applicable Law"), the Trustee is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee. Accordingly,
each of the parties agrees to provide to the Trustee upon its request from time to time such
identifying information and documentation as may be available for such party in order to enable the
Trustee to comply with Applicable Law.
Section 5.14. Corridor Agreement. The Supplemental Interest Trust Trustee is
hereby authorized and directed to, and agrees that it shall enter into the Corridor Agreement on
behalf of the Supplemental Interest Trust. The Supplemental Interest Trust Trustee shall be afforded
all the rights and protections provided to the Trustee as described in this Article V. The
Supplement Interest Trust Trustee shall be subject to each provision of this Article V to the extent
that the Trustee was subject to such provision and such provision is applicable to the Supplemental
Interest Trust Trustee's duties and obligations under this Agreement.
ARTICLE VI
TERMINATION
Section 6.01. Termination.
(a) Subject to Section 6.02, the respective obligations and responsibilities of
the Company, the Certificate Administrator, the Trustee and the Supplemental Interest Trust Trustee
created hereby with respect to the Trust Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as hereinafter set forth) shall terminate
immediately upon the occurrence of the last action required to be taken by the Trustee on the
Termination Date; provided, however, that in no event shall the trust created hereby continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Xxxxxx
X. Xxxxxxx, the late ambassador of the United States to the United Kingdom, living on the date hereof.
(b) Upon presentation and surrender of the Trust Certificates by the
Certificateholders on the Termination Date, the Trustee and the Supplemental Interest Trust Trustee,
as applicable, shall distribute to the Certificateholders the amounts otherwise distributable on such
Distribution Date pursuant to Section 3.04(a). Any funds not distributed on the Termination Date
because of the failure of any Certificateholders to tender their Trust Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate, and such funds shall not be invested. If any Trust
Certificates as to which notice of the Termination Date has been given pursuant to this Section 6.01
shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Trust Certificates for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within
one year after the second notice any Trust Certificate shall not have been surrendered for
cancellation, the Trustee shall so notify the Company who shall upon receipt of such notice, directly
or through an agent, take reasonable steps to contact the remaining Certificateholders concerning
surrender of their Trust Certificates. The costs and expenses of maintaining such funds and of
contacting Certificateholders shall be paid out of the assets which remain held. If within two years
after the second notice any Trust Certificates shall not have been surrendered for cancellation, the
Trustee shall pay to the Company all amounts distributable to the Holders thereof and the Company
shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held as a result of such Certificateholder's failure
to surrender its Certificate(s) for final payment thereof in accordance with this Section 6.01.
Section 6.02. Additional Termination Requirements.
(a) Within 90 days prior to the anticipated Termination Date, the Certificate
Administrator shall adopt and the Certificate Administrator shall sign a plan of complete liquidation
of the Trust Fund meeting the requirements of Section 860F(a)(4)(A) of the Code pursuant to which the
Trustee shall sell or otherwise dispose of all the remaining assets of the Trust Fund, unless the
Trustee and the Certificate Administrator has received an Opinion of Counsel to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 6.02(a) will not (i) result
in the imposition of taxes on "prohibited transactions" of the Trust Fund as described in Section
860F of the Code, or (subject to Section 9.01(f) hereof) (ii) cause the Trust Fund to fail to qualify
as a real estate mortgage investment conduit at any time that any Trust Certificate is outstanding.
(b) Each Holder of a Trust Certificate hereby irrevocably approves and appoints
the Certificate Administrator as its attorney-in-fact for the purposes of, adoption of the plan of
complete liquidation in accordance with the terms and conditions of this Agreement.
ARTICLE VII
THE COMPANY AND THE CERTIFICATE ADMINISTRATOR
Section 7.01. Liability of the Company.
The Company and the Certificate Administrator shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively imposed upon and
undertaken by the Company and the Certificate Administrator herein.
Section 7.02. Merger, Consolidation or Conversion of the Company.
(a) The Company and the Certificate Administrator will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the state of its
incorporation and as a limited liability company under the laws of the state of its organization,
respectively, and will each obtain and preserve its qualification to do business as a foreign
corporation or other Person in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Agreement, the Trust Certificates, the Underlying
Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Certificate Administrator may be
merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Company or the Certificate Administrator shall be a party,
or any Person succeeding to the business of the Company or the Certificate Administrator, shall be
the successor of the Company or the Certificate Administrator, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything in this Section 7.02(b) to the contrary notwithstanding; provided, however that the
Certificate Administrator (or the Company, as applicable) shall notify each Rating Agency and the
Trustee in writing of any such merger, conversion or consolidation at least 30 days prior to the
effective date of such event.
(c) Notwithstanding anything else in this Section 7.02 and Section 7.04 to the
contrary, the Certificate Administrator may assign its rights and delegate its duties and obligations
under this Agreement; provided that the Person accepting such assignment or delegation shall execute
and deliver to the Company and the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by
the Certificate Administrator under this Agreement; provided further that each Rating Agency's rating
of the Classes of Trust Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment
and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any
such assignment and delegation, the Certificate Administrator shall be released from its obligations
under this Agreement, except that the Certificate Administrator shall remain liable for all
liabilities and obligations incurred by it as Certificate Administrator hereunder prior to the
satisfaction of the conditions to such assignment and delegation set forth in the preceding sentence.
Section 7.03. Limitation on Liability of the Company and Others.
(a) Neither the Company, the Certificate Administrator nor any of the
directors, officers, employees or agents of the Company or the Certificate Administrator shall be
under any liability to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Company, the Certificate
Administrator or any such Person against any breach of warranties or representations made herein or
any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of obligations and duties
hereunder. The Company, the Certificate Administrator and any director, officer, employee or agent
of the Company or the Certificate Administrator may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
The Company, the Certificate Administrator and any director, officer, employee or agent of the
Company or the Certificate Administrator shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal action relating to this
Agreement or the Trust Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder
or by reason of reckless disregard of obligations and duties hereunder and the Company and the
Certificate Administrator shall be entitled to be reimbursed therefor out of amounts attributable to
the Underlying Certificates on deposit in the Trust Certificate Account as provided by Section 3.03
and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and
costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled
thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
(b) Neither the Company nor the Certificate Administrator shall be under any
obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing
or examination that is not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the Company or the
Certificate Administrator may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and
the Certificate Administrator shall be entitled to be reimbursed therefor out of amounts attributable
to the Underlying Certificates on deposit in the Trust Certificate Account as provided by Section
3.03 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses
and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled
thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 7.04. Company and Certificate Administrator Not to Resign.
Subject to the provisions of Section 7.02, neither the Company nor the Certificate
Administrator shall resign from its respective obligations and duties hereby imposed on it except
upon determination that its duties hereunder are no longer permissible under applicable law. Any
such determination permitting the resignation of the Company or the Certificate Administrator shall
be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Certificate Administrator shall become effective until the Trustee or a successor certificate
administrator shall have assumed the Certificate Administrator's responsibilities and obligations
hereunder.
Section 7.05. Successor Certificate Administrator.
In the event that the Master Servicer is removed or replaced in accordance with the
terms of each Pooling and Servicing Agreement, the Trustee shall become the successor certificate
administrator hereunder. The Certificate Administrator agrees to cooperate with the Trustee in
effecting the termination of the Certificate Administrator's responsibilities and rights hereunder.
No such termination shall release the Certificate Administrator for any liability that it would
otherwise have hereunder for any act or omission prior to the effective time of such termination.
Section 7.06. Representation and Warranty of Company.
Immediately prior to the conveyance of the Underlying Certificates to the Trustee
pursuant to Section 2.01, the Company had good title to, and was the sole owner of, the Underlying
Certificates free and clear of any pledge, lien, encumbrance or security interest and such conveyance
validly transfers ownership of the Underlying Certificates to the Trustee free and clear of any
pledge, lien, encumbrance or security interest.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Amendment.
(a) This Agreement may be amended from time to time by the Certificate
Administrator, the Company and the Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which
may be inconsistent with any other provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of the Trust Fund as a real
estate mortgage investment conduit at all times that any Trust Certificate is outstanding or to avoid
or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to
the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect
in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Trust
Certificate Account, provided that (A) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder and (B) such change
shall not adversely affect the then-current rating of the Trust Certificates, as evidenced by a
letter from each Rating Agency then rating the Trust Certificates to such effect,
(v) to modify, eliminate or add to the provisions of Section 4.02(c)
or any other provision hereof restricting transfer of the Class R Certificate by virtue of their
being the "residual interest" in the REMIC, provided that (A) such change shall not adversely affect
the then current ratings of the Trust Certificates, as evidenced by a letter from the Rating Agency
to such effect, and (B) such change shall not, as evidenced by an Opinion of Counsel, cause either
the Trust Fund or any of the Certificateholders (other than the transferor) to be subject to a tax
caused by a transfer to a Non-United States Person or a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder.
(b) This Agreement may also be amended from time to time by the Certificate
Administrator, the Company and the Trustee with the consent of the Holders of Trust Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Trust
Certificates affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Trust Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Trust Certificate without the consent of the
Holder of such Trust Certificate, or
(ii) reduce the aforesaid percentage of Trust Certificates of any Class
the Holders of which are required to consent to any such amendment, in any such case without the
consent of the Holders of all Trust Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first received an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted to the Company or the
Trustee in accordance with such amendment is permitted hereunder and will not result in the
imposition of a tax on the Trust Fund or cause the Trust Fund to fail to qualify as a real estate
mortgage investment conduit at any time that any Trust Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each Certificateholder. It shall
not be necessary for the consent of Certificateholders under this Section 8.01 to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
Section 8.02. Counterparts.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
Section 8.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court for
a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and management of the Trust
Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in
the terms of the Trust Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any Certificateholder be under any
liability to any third party by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with
respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of
a default by the Company or the Trustee in the performance of any obligation hereunder, and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of Trust Certificates
entitled to at least 33% of the Voting Rights shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. For the protection and enforcement of the provisions of this Section, each and
every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 8.04. Governing Law.
This Agreement and the Trust Certificates shall be construed in accordance with the
laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
Section 8.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for
notices to the Trustee which shall be deemed to have been duly given only when received), to (a) in
the case of the Company, Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
President, or such other address as may hereafter be furnished to the Trustee and the Certificate
Administrator in writing by the Company, (b) in the case of the Certificate Administrator, 0000 X.
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Managing Director/Master
Servicing or such other address as may hereafter be furnished to the Trustee and the Company in
writing by the Certificate Administrator, (c) in the case of the Trustee (i) for the purposes of
Section 5.10 hereof, Deutsche Bank Trust Company Americas, c/o DB Services TN, 000 Xxxxxxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention Transfer Unit, and (ii) for all other purposes, Corporate
Trust Office, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Residential
Accredit Loans, Inc. Series 2008-QR1 or such other address as may hereafter be furnished to the
Company and the Certificate Administrator in writing by the Trustee, (d) in the case of Fitch, Xxx
Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (e) in the case of S&P, 00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and (f) in the case of the Corridor Provider, One Xxxxx Xxxxxx, Xxxxxx X00
0XX, Xxxxxxx, Attention: (1) Head of Credit Risk Management; (2) Managing Director - Operations Department; (3)
Managing Director - Legal Department. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder
as shown in the Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 8.06. Notices to the Rating Agencies.
The Company or the Trustee, as applicable, shall notify each Rating Agency at such
time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any
of the events described in clauses (a), (b), (d), (e) or (f) below or provide a copy to the Rating
Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the
statements described in clause (c) below:
(a) a material change or amendment to this Agreement,
(b) the termination or appointment of a successor Trustee,
(c) the statement required to be delivered to the Holders of each Class of
Trust Certificates pursuant to Section 3.05,
(d) a change in the location of the Trust Certificate Account, and
(e) the occurrence of the final Distribution Date.
Section 8.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Trust Certificates or the rights of the Holders thereof.
Section 8.08. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto, and all such provisions shall inure to
the benefit of the Certificateholders.
Section 8.09. Article and Section Headings,
The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
ARTICLE IX
REMIC PROVISIONS
Section 9.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund as one or
more REMICs under the Code and, if necessary, under applicable state law. The assets of each such
REMIC will be set forth in this Agreement. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the Trust Certificates are
issued. For the purposes of each REMIC election in respect of the Trust Fund, Certificates and
interests to be designated as the "regular interests" and the sole class of "residual interests" in
the REMIC will be set forth in Section 9.03. The REMIC Administrator and the Trustee shall not
permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC
elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so
designated.
(b) The Closing Date is hereby designated as the "startup day" of the Trust Fund
within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01%
Percentage Interest each Class of the Class R Certificates and shall be designated as "the tax
matters person" with respect to each REMIC in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of each REMIC in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing authority with respect
thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs
of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and
the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to
the Underlying Certificates on deposit in the Trust Certificate Account as provided by Section 3.03
unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful
misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master
Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC
Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any
successor Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to each REMIC created hereunder and deliver such
Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in
a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold
harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Certificate Administrator shall promptly
provide the REMIC Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee, and
the Trustee shall forward to the Certificateholders, such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest, original issue discount and
market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will serve as the
representative of each REMIC.
(f) The Certificate Administrator and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are reasonably within
the Certificate Administrator's or the REMIC Administrator's control and the scope of its duties more
specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC
created hereunder as a REMIC under the REMIC Provisions (and the Trustee shall assist the Certificate
Administrator and the REMIC Administrator, to the extent reasonably requested by the Certificate
Administrator and the REMIC Administrator to do so). The Certificate Administrator and the REMIC
Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably within their respective
control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of any portion of any REMIC created hereunder as a real estate mortgage
investment conduit or (ii) result in the imposition of a tax upon the any REMIC created hereunder
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of
the Code and the tax on contributions to a real estate mortgage investment conduit set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Certificate
Administrator or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if such party fails to pay such expense, and the
Certificate Administrator or the REMIC Administrator, as applicable, determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Certificate Administrator, the REMIC Administrator
or the Trustee) to the effect that the contemplated action will not, with respect to the each REMIC
created hereunder, endanger such status or, unless the Certificate Administrator, the REMIC
Administrator or both, as applicable, determine in its or their sole discretion to indemnify the
Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in
this Agreement a contemplated action may not be taken because the timing of such action might result
in the imposition of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to any taxes that might be
imposed on the Trust Fund has been given and that all other preconditions to the taking of such
action have been satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Certificate Administrator or the REMIC Administrator, as
applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any
action with respect to any REMIC created hereunder or any related assets thereof, or causing any such
REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the
Trustee will consult with the Certificate Administrator or the REMIC Administrator, as applicable, or
its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to
occur with respect to any REMIC created hereunder, and the Trustee shall not take any such action or
cause the REMIC to take any such action as to which the Certificate Administrator or the REMIC
Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The
Certificate Administrator or the REMIC Administrator, as applicable, may consult with counsel to make
such written advice, and the cost of the same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate
Administrator or the REMIC Administrator. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each REMIC created
hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined under Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC
created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure
property" of any such REMIC as defined in Section 860G(c) of the Code, on any contributions to any
such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be
charged (i) to the Certificate Administrator, if such tax arises out of or results from a breach by
the Certificate Administrator of any of its obligations under this Agreement or the Certificate
Administrator has in its sole discretion determined to indemnify the Trust Fund against such tax,
(ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article III, (iii) to the REMIC Administrator, if in its sole discretion it
has determined to indemnify the Trust Fund for such tax; or (iv) otherwise against amounts on deposit
in the Trust Certificate Account as provided hereunder and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment
Interest Shortfall.
(h) The Trustee and the Certificate Administrator shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar year and on an accrual
basis or as otherwise may be required by the REMIC Provisions.
(i) Following the startup day for the REMIC, neither the Certificate Administrator
nor the Trustee shall accept any contributions of assets to the REMIC unless (subject to Section
9.01(f) hereof) the Certificate Administrator and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in the REMIC will not cause the REMIC to fail to qualify as a real estate
mortgage investment conduit at any time that any Trust Certificates are outstanding or subject the
REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.
(j) Neither the Certificate Administrator nor the Trustee shall (subject to Section
9.01(f) hereof) enter into any arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate Principal Balance of each
Class of Trust Certificates (other than the Class I-A-2 Certificates) representing a regular interest
in the applicable REMIC, the Uncertificated Principal Balance of each Uncertificated REMIC Regular
Interest and the Notional Amount of the Class I-A-2 Certificates would be reduced to zero is the
Maturity Date for each such Certificate and Uncertificated REMIC Regular Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC created
hereunder.
(m) Neither the Certificate Administrator nor the Trustee shall (i) sell, dispose of
or substitute for the Underlying Certificates (except in connection with (A) the default, imminent
default or foreclosure of the Underlying Certificates, (B) the bankruptcy of any REMIC created
hereunder or (C) the termination of the trust fund relating to any of the Underlying Certificates
pursuant to Article IX of either Pooling and Servicing Agreement), (ii) acquire any assets for any
such REMIC, (iii) sell or dispose of any investments in the Trust Certificate Account for gain nor
accept any contributions to the REMIC after the Closing Date unless it has received an Opinion of
Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the
status of such REMIC as a REMIC or (b) unless the Certificate Administrator has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause such REMIC to be subject to a tax
on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
Section 9.02. Certificate Administrator, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Certificate Administrator for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Company or
the Certificate Administrator, as a result of a breach of the Trustee's covenants set forth in
Article V or this Article IX.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company,
the Certificate Administrator and the Trustee for any taxes and costs (including, without limitation,
any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the
Certificate Administrator or the Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article IX with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such
liability will not be imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Certificate Administrator in which case
Section 9.02(c) will apply.
(c) The Certificate Administrator agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company,
the REMIC Administrator or the Trustee, as a result of a breach of the Certificate Administrator's
covenants set forth in this Article IX with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Certificate Administrator that contain errors or omissions.
Section 9.03. Designation of REMICs.
(a) The REMIC Administrator shall make an election to treat the entire segregated pool
of assets described in the definition of REMIC I, and subject to this Agreement as a REMIC ("REMIC
I") and shall make an election to treat the pool of assets comprised of the Uncertificated REMIC I
Regular Interests as a REMIC ("REMIC II") for federal income tax purposes.
(b) The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes
of the REMIC Provisions (as defined herein) under the federal income tax law.
(c) The Uncertificated REMIC II Regular Interests and the Grantor Trust Uncertificated
REMIC II Regular Interests will be "regular interests" in REMIC II, and the Class R-II Certificates
will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law.
Section 9.04. Distributions on the Uncertificated REMIC I Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the
holder of the Uncertificated REMIC I Regular Interests, the Uncertificated REMIC I Regular Interest
Distribution Amounts in the following order of priority to the extent of the Available Distribution
Amount reduced by distributions made to the Class R-I Certificates pursuant to Section 3.04(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 9.04(b), an
amount equal to the sum of the amounts in respect of principal distributable on each Class of
Certificates (other than the Class R-I Certificates) under Section 3.04(a).
(b) The amount described in Section 9.04(a)(ii) shall be deemed distributed to (i)
Uncertificated REMIC I Regular Interest X and (ii) Uncertificated REMIC I Regular Interest Y with the
amount to be distributed allocated among such interests in accordance with the priority assigned to
each Related Class of Trust Certificates (other than the Class R-I Certificates), respectively, under
Section 3.04(a) until the Uncertificated Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts
described in Section 9.04(a)(ii) shall be deemed distributed by REMIC I to REMIC II in accordance
with the priority assigned to the REMIC II Certificates relative to that assigned to the REMIC I
Certificates under Section 3.04(a).
(d) In determining from time to time the Uncertificated REMIC I Regular Interest
Distribution Amounts and Uncertificated REMIC II Regular Interest Distribution Amounts:
(i) Loss Amounts allocated to the Class I-A-1 Certificates and Class
I-A-2 Certificates under Section 3.09 shall be deemed allocated to Uncertificated REMIC I Regular
Interest X; and
(ii) Loss Amounts allocated to the Class I-A-3, Class I-A-4, Class
I-A-5, Class II-A-1, Class II-A-2 and Class II-A-3 Certificates under Section 3.09 shall be deemed
allocated to Uncertificated REMIC I Regular Interest Y.
(iii) Loss Amounts allocated to the Class I-A-1 Certificates, Class
I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates,
Class II-A-1 Certificates or Class II-A-2 Certificates shall be deemed allocated to the
Uncertificated REMIC II Regular Interest I-A-1, Uncertificated REMIC II Regular Interest I-A-2,
Uncertificated REMIC II Regular Interest I-A-3, Uncertificated REMIC II Regular Interest I-A-4,
Uncertificated REMIC II Regular Interest I-A-5, Grantor Trust Uncertificated REMIC II Regular
Interest II-A-1 and Grantor Trust Uncertificated REMIC II Regular Interest I-A-2 respectively.
(iv) Loss Amounts and distributions allocated to the Class II-A-3
Certificates shall be deemed allocated to Grantor Trust Uncertificated REMIC II Regular Interest
II-A-1 and Grantor Trust Uncertificated REMIC II Regular Interest II-A-2 in such amounts as such Loss
Amounts or distributions would have been allocated to the Class II-A-1 Certificates and Class II-A-2
Certificates had such Certificates not been exchanged for such Class II-A-3 Certificates.
(e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC II,
in the priority set forth in Sections 3.04(a), to the Holders of each Class of Certificates (other
than the Class R-I Certificates) the amounts distributable thereon from the Uncertificated REMIC I
Regular Interest Distribution Amounts deemed to have been received by REMIC II from REMIC I under
this Section 9.04.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular
Interests described in this Section 9.01, distributions of funds from the Certificate Account shall
be made only in accordance with Section 3.04.
Section 9.05. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any Paying
Agent, as applicable, shall comply with all federal withholding requirements respecting payments to
Certificateholders, including interest or original issue discount payments or advances thereof that
the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In the event the
Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue
discount payments or advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to
such Certificateholder pursuant to the terms of such requirements.
Section 9.06. Supplemental Interest Trust Provisions.
(a) It is intended that the Supplemental Interest Trust be classified for
federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1
of the Code, of which Credit Suisse Securities (USA) LLC is the owner, rather than a partnership, an
association taxable as a corporation or a taxable mortgage pool; and the powers granted and
obligations undertaken in this Agreement shall be construed so as to further such intent.
(b) The REMIC Administrator shall prepare or cause to be prepared all of the
Tax Returns that it determines are required with respect to the Supplemental Interest Trust and
deliver such Tax Returns in a timely manner to the Supplemental Interest Trust Trustee, and if
required by applicable law and as directed, the Supplemental Interest Trust Trustee shall sign and
file such Tax Returns in a timely manner. The expenses of preparing such Tax Returns shall be borne
by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator
agrees to indemnify and hold harmless the Supplemental Interest Trust Trustee with respect to any tax
or liability arising from the Supplemental Interest Trust Trustee's signing of such Tax Returns that
contain errors or omissions. The Supplemental Interest Trust Trustee and the Master Servicer shall
promptly provide the REMIC Administrator with such information as the REMIC Administrator may from
time to time request for the purpose of enabling the REMIC Administrator to prepare such Tax Returns.
(c) Credit Suisse Securities (USA) LLC shall provide the appropriate tax
certification to the Trustee and Supplemental Interest Trust Trustee to enable the Trust to make
payments to Credit Suisse Securities (USA) LLC without withholding or backup withholding taxes.
Credit Suisse Securities (USA) LLC agrees to update or replace such form or certification in
accordance with its terms or its subsequent amendments and consents to the delivery by the
Supplemental Interest Trust Trustee to the Corridor Provider of any such certification. Such
certification may include Form W 8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such
IRS forms. Any purported sales or transfers of ownership of the Supplemental Interest Trust to a
transferee which does not comply with these requirements shall be deemed null and void under the
Agreement. The Supplemental Interest Trust Trustee and the Trustee, respectively, shall not be
liable for the completeness, accuracy, content or truthfulness of any such tax certification provided
to it. The Supplemental Interest Trust Trustee and the Trustee shall only be required to forward any
tax certification received by it to the Corridor Provider at the last known address provided to it,
and shall not be liable for the receipt of such tax certification by the Corridor Provider, nor any
failure of t the Corridor Provider to process such certification or to take any action as required
under the Corridor Agreement or under applicable law. The Supplemental Interest Trust Trustee and
the Trustee shall have no duty to take action to correct any misstatement or omission in any tax
certification provided to it and forwarded to the Corridor Provider.
(d) The Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, upon receipt of the requisite tax identification number from the appropriate taxing
authority, (i) shall execute, if required, and deliver a United States Internal Revenue Service Form
W-9 or successor applicable form, or other appropriate United States tax forms as may be required to
prevent withholding or backup withholding taxes on payments to the Supplemental Interest Trust under
the Corridor Agreement, to the Corridor Provider on or before the later of (A) the first payment date
under the Corridor Agreement and (B) the date the Supplemental Interest Trust Trustee receives the
tax identification number, and thereafter prior to the expiration or obsolescence of such form if the
Supplemental Interest Trust Trustee is notified in writing or otherwise has actual knowledge thereof
and (ii) shall, if requested by the Corridor Provider, deliver to the Corridor Provider promptly upon
receipt each certification received from Credit Suisse Securities (USA) LLC pursuant to Section
9.06(c). If such tax identification number is obtained by the REMIC Administrator, the Form W-9 or
equivalent form as required shall be executed, if required, and delivered by the REMIC Administrator
to the same extent as set forth in the foregoing sentence, if permitted by applicable law.
Section 9.07 Distributions on the Grantor Trust Uncertificated REMIC Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute from the
REMIC to (i) the Holders of each Class of Trust Certificates the amounts distributable thereon under
Section 3.04 and (ii) itself, as the holder of the Grantor Trust Uncertificated REMIC Regular
Interests, the following amounts in the following order of priority:
(i) Uncertificated Accrued Interest on the Grantor Trust Uncertificated REMIC
Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 9.07(b), an amount
equal to the sum of the amounts in respect of principal distributable on each Class of Exchangeable
Certificates and Exchanged Certificates under Section 3.04.
(b) The amounts described in Section 9.07(a)(ii) shall be deemed distributed to
the Grantor Trust Uncertificated REMIC Regular Interests, with the amount to be distributed allocated
among such interests in accordance with the priority assigned to each Related Class of Trust
Certificates, respectively, under Section 3.04 until the Uncertificated Principal Balance of each
such interest is reduced to zero. If a Related Class of Trust Certificates is related to more than
one Grantor Trust Uncertificated REMIC Regular Interest, the amounts described in Section 9.07(a)(ii)
shall be deemed distributed to the related Grantor Trust Uncertificated REMIC Regular Interests pro
rata in accordance with the Uncertificated Principal Balances thereof.
(c) Loss Amounts allocated to a Related Class of Trust Certificates under Section
3.09 shall be deemed allocated to their related Grantor Trust Uncertificated REMIC Regular Interests
(if a Related Class of Trust Certificates is related to more than one Grantor Trust Uncertificated
REMIC Regular Interest, Realized Losses in respect of principal allocated to such Class shall be
deemed allocated to the related Grantor Trust Uncertificated REMIC Regular Interests pro rata in
accordance with the Uncertificated Principal Balances thereof and Realized Losses in respect of
interest allocated to such Class shall be deemed allocated to the related Grantor Trust
Uncertificated REMIC Regular Interests pro rata in accordance with the Uncertificated Accrued
Interest thereon).
(d) Notwithstanding the deemed distributions on the Grantor Trust
Uncertificated REMIC Regular Interests described in this Section 9.07, distributions of funds from
the Trust Certificate Account shall be made only in accordance with Section 3.04.
ARTICLE X
COMPLIANCE WITH REGULATION AB
Section 10.01. Intent of the Parties; Reasonableness.
The Company, the Trustee and the Certificate Administrator acknowledge and agree
that the purpose of this Article X is to facilitate compliance by the Company with the provisions of
Regulation AB and related rules and regulations of the Commission. The Company shall not exercise
its right to request delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of
the Certificate Administrator and the Trustee acknowledges that interpretations of the requirements
of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed securities markets,
advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Company in
good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. Each of the Certificate Administrator and the Trustee shall
cooperate reasonably with the Company to deliver to the Company (including any of its assignees or
designees), any and all disclosure, statements, reports, certifications, records and any other
information necessary in the reasonable, good faith determination of the Company to permit the
Company to comply with the provisions of Regulation AB.
Section 10.02. Additional Representations and Warranties of the Trustee.
(a) The Trustee shall be deemed to represent and warrant to the Company as of
the Closing Date and on each date on which information is provided to the Company under Sections
10.01, 10.02(b) or 10.03 that, except as disclosed in writing to the Company prior to such date: (i)
it is not aware and has not received notice that any default, early amortization or other performance
triggering event has occurred as to any other Securitization Transaction due to any default of the
Trustee; (ii) there are no aspects of its financial condition that could have a material adverse
effect on the performance by it of its trustee obligations under this Agreement or any other
Securitization Transaction as to which it is the trustee; (iii) there are no material legal or
governmental proceedings pending (or known to be contemplated) against it that would be material to
Certificateholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of
Regulation AB) relating to the Trustee with respect to the Company 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 Agreement, as identified by the Company to the Trustee in writing as
of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of business or
on terms other than would be obtained in an arm's length transaction with an unrelated third party,
apart from the Securitization Transaction, and that are material to the investors' understanding of
the Certificates; and (v) the Trustee is not an affiliate (as contemplated by Item 1119(a) of
Regulation AB) of any Transaction Party. The Company shall notify the Trustee of any change in the
identity of a Transaction Party after the Closing Date.
(b) If so requested by the Company on any date following the Closing Date, the
Trustee shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (a) of this Section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide the
pertinent facts, in writing, to the Company. Any such request from the Company shall not be given
more than once each calendar quarter, unless the Company shall have a reasonable basis for
questioning the accuracy of any of the representations and warranties.
Section 10.03. Information to Be Provided by the Trustee.
For so long as the Certificates are outstanding, for the purpose of satisfying the
Company's reporting obligation under the Exchange Act with respect to any class of Trust
Certificates, the Trustee shall provide to the Company a written description of (a) any litigation or
governmental proceedings pending against the Trustee as of the last day of each calendar month that
would be material to Certificateholders, and (b) any affiliations or relationships (as described in
Item 1119 of Regulation AB) that develop following the Closing Date between the Trustee and any
Transaction Party of the type described in Section 10.02(a)(iv) or 10.02(a)(v) as of the last day of
each calendar year. Any descriptions required with respect to legal proceedings, as well as updates
to previously provided descriptions, under this Section 10.03 shall be given no later than seven
Business Days prior to the Distribution Date following the month in which the relevant event occurs,
and any notices and descriptions required with respect to affiliations, as well as updates to
previously provided descriptions, under this Section 10.03 shall be given no later than January 31 of
the calendar year following the year in which the relevant event occurs. As of the related
Distribution Date with respect to each Report on Form 10-D with respect to the Trust Certificates
filed by or on behalf of the Company, and as of March 15 preceding the date each Report on Form 10-K
with respect to the Certificates is filed, the Trustee shall be deemed to represent and warrant that
any information previously provided by the Trustee under this Article X is materially correct and
does not have any material omissions unless the Trustee has provided an update to such information.
The Company will allow the Trustee to review any disclosure relating to material litigation against
the Trustee prior to filing such disclosure with the Commission to the extent the Company changes the
information provided by the Trustee.
Section 10.04. Report on Assessment of Compliance and Attestation.
On or before March 5 of each calendar year, the Trustee shall:
(a) deliver to the Company a report (in form and substance reasonably satisfactory to
the Company) regarding the Trustee's assessment of compliance with the applicable Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of
the Trustee, and shall address each of the Servicing Criteria specified on Exhibit G hereto; and
(b) deliver to the Company a report of a registered public accounting firm satisfying
the requirements of Rule 2-01 of Regulation S-X under the Securities Act and the Exchange Act that
attests to, and reports on, the assessment of compliance made by the Trustee and delivered pursuant
to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Section 10.05. Indemnification; Remedies.
(c) The Trustee shall indemnify the Company, each affiliate of the Company, the
Certificate Administrator and each affiliate of the Certificate Administrator, and the respective
present and former directors, officers, employees and agents of each of the foregoing, and shall hold
each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, accountants' attestation or other material
provided under this Article X by or on behalf of the Trustee (collectively, the "Trustee
Information"), or (B) the omission or alleged omission to state in the Trustee Information a material
fact required to be stated in the Trustee Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Trustee to deliver any information, report,
certification or other material when and as required under this Article X, other than a failure by
the Trustee to deliver an accountants' attestation.
(d) In the case of any failure of performance described in clause (ii) of Section
10.05(a), as well as a failure to deliver an accountants' attestation, the Trustee shall (i) promptly
reimburse the Company for all costs reasonably incurred by the Company in order to obtain the
information, report, certification, accountants' attestation or other material not delivered by the
Trustee as required and (ii) cooperate with the Company to mitigate any damages that may result from
such failure.
(e) The Company and the Certificate Administrator shall indemnify the Trustee, each
affiliate of the Trustee and the respective present and former directors, officers, employees and
agents of the Trustee, and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based upon (i) any untrue
statement of a material fact contained or alleged to be contained in any information provided under
this Agreement by or on behalf of the Company or Certificate Administrator 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.
(f) Notwithstanding any provision in this Section 10.05 to the contrary, the parties
agree that none of the Trustee, the Company or the Certificate Administrator 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 Company, the Certificate Administrator and the Trustee and
Supplemental Interest Trust Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized and their respective seals, if required, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.,
as Company
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
RESIDENTIAL FUNDING COMPANY, LLC,
as Certificate Administrator
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
and Supplemental Interest Trust Trustee
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Authorized Signer
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signer
EXHIBIT A-1
FORM OF CLASS I CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[CLASS I-A-1 CERTIFICATES ONLY][EACH BENEFICIAL OWNER OF AN EXEMPTION ELIGIBLE CLASS I-A-1
CERTIFICATE OR ANY INTEREST THEREIN THAT IS ACQUIRED BY OR WITH "PLAN ASSETS" OF ANY EMPLOYEE BENEFIT
PLAN OR OTHER ARRANGEMENT THAT IS SUBJECT TO TITLE I OF ERISA AND/OR TO SECTION 4975 OF THE CODE (AN
"ERISA PLAN"), AS OF ANY DATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR ANY
INTEREST THEREIN, THAT ITS ACQUISITION OF THE EXEMPTION ELIGIBLE CLASS I-A-1 CERTIFICATE AND THE
RIGHT TO RECEIVE (AND ITS RECEIPT OF) PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST ARE ELIGIBLE FOR
THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 84-14, 90-1, 91-38, 95-60 OR 96-23 OR OTHER APPLICABLE EXEMPTION.]
Certificate No. 1 [ ]% [Adjustable] Pass-Through Rate
Class I-A-[___] Senior
Date of Trust Agreement: February 8, 2008 Percentage Interest: [___]%
Certificate Administrator: Aggregate Initial Certificate Principal Balance of the
Residential Funding Company, LLC Class I-A-[__] Certificates: $[_________]
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2008 Certificate: $[__________]
Assumed Final Distribution Date: CUSIP:
August 25, 2036
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2008-QR1
Evidencing a percentage interest in the distributions allocable to the Class
I-A-[__] Certificates with respect to a Trust Fund consisting primarily of senior
classes of mortgage asset-backed pass-through certificates issued by a trust
established by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from certain assets of the Trust Fund (as defined in the
Agreement referred to below), and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Certificate Administrator, the Trustee referred to below or GMAC Mortgage
Group, LLC or any of their affiliates. Neither this Certificate nor the Underlying Certificates (as
defined below) are guaranteed or insured by any governmental agency or instrumentality or by
Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below), the Certificate Administrator, the Trustee or GMAC
Mortgage Group, LLC or any of their affiliates. Neither the Company, the Certificate Administrator,
GMAC Mortgage Group, LLC nor any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on this Certificate.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class I-A-[__]
Certificates, both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a portion of the Residential Accredit Loans, Inc. Mortgage
Asset-Backed Pass-Though Certificates, Series 2006-QS11, Class I-A-2 and the Residential Accredit
Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS12, Class II-A-15
(collectively, the "Underlying Certificates"). The Trust Fund was created pursuant to the Trust
Agreement dated as specified above (the "Agreement") among the Company, the Certificate Administrator
and Deutsche Bank Trust Company Americas, as trustee and supplemental interest trust trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
month or, if such 25th day is not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), from the related Available Funds in an
amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to Holders of Class I-A-[__]
Certificates on such Distribution Date.
Distributions on this Certificate will be made by the Certificate Administrator acting on
behalf of the Trustee (by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Certificate Administrator, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose. The Initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal
Balance hereof will be reduced to the extent of distributions allocable to principal and any Class I
Loss Amounts allocable hereto.
This Certificate is one of a duly authorized issue of certificates issued in several Classes
designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon.
The Trust Certificates are limited in right of payment to certain distributions made to the
related Underlying Certificates, all as more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Trust Certificate Account created for the
benefit of Certificateholders may be made by the Certificate Administrator from time to time for
purposes other than distributions to Certificateholders, such purposes including without limitation
reimbursement of certain expenses incurred by the Certificate Administrator, the Company or the
Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment of the
Agreement and the modification of the rights and obligations of the Company, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any
time by the Company, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class
of Trust Certificates affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of certain Classes of Trust
Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the
City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing,
and thereupon one or more new Trust Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Trust Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates
of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested
by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
The Company, the Certificate Administrator, the Trustee and the Certificate Registrar and
any agent of the Company, the Certificate Administrator, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Company, the Certificate Administrator, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State
of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund
created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on
behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier
of (i) the maturity or other liquidation of the last Mortgage Loan subject to the Underlying
Certificates or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the trust fund
relating to the Underlying Certificates of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the Underlying Certificates.
Each Pooling and Servicing Agreement permits, but does not require, the Master Servicer to (i)
purchase at a price determined as provided in such Pooling and Servicing Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the certificates issued by the related trust from the holders thereof;
provided, that any such option may only be exercised if the Pool Stated Principal Balance (as defined
in each Pooling and Servicing Agreement) of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance (as defined in the Pooling and Servicing Agreement) of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: February 8, 2008 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A-[__] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:_____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust
Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
_______________________________________________________________________________________________________
______________________________________________
Signature by or on behalf of assignor
______________________________________________
Signature Guaranteed
Dated:
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to _______________________________________________________________________________________________ for
the account of ________________________________________________________________________________________
account number ____________________________________________________________, or, if mailed by check, to
_______________________________________________________________________________________________________
Applicable statements should be mailed to
_______________________________________________________________________________________________________
This information is provided by _________________________________________________________, the
assignee named above, or ______________________________________ as its agent.
EXHIBIT A-2
FORM OF CLASS II CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class II-A-[___] Senior
Date of Trust Agreement: February 8, 2008 Percentage Interest: [___]%
Certificate Administrator: Aggregate Initial Certificate Principal Balance of the
Residential Funding Company, LLC Class II-A[__] Certificates: $[_________]
First Distribution Date: Initial Certificate Principal Balance of this
February 25, 2008 Certificate: $[__________]
Assumed Final Distribution Date: CUSIP:
September 25, 2036
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2008-QR1
Evidencing a percentage interest in the distributions allocable to the Class
II-A-[__] Certificates with respect to a Trust Fund consisting primarily of senior
classes of mortgage asset-backed pass-through certificates issued by a trust
established by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from certain assets of the Trust Fund (as defined in the
Agreement referred to below), and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Certificate Administrator, the Trustee referred to below or GMAC Mortgage
Group, LLC or any of their affiliates. Neither this Certificate nor the Underlying Certificates (as
defined below) are guaranteed or insured by any governmental agency or instrumentality or by
Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below), the Certificate Administrator, the Trustee or GMAC
Mortgage Group, LLC or any of their affiliates. Neither the Company, the Certificate Administrator,
GMAC Mortgage Group, LLC nor any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on this Certificate.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class II-A-[__]
Certificates, both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a portion of the Residential Accredit Loans, Inc. Mortgage
Asset-Backed Pass-Though Certificates, Series 2006-QS11, Class I-A-2 and the Residential Accredit
Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS12, Class II-A-15
(collectively, the "Underlying Certificates"). The Trust Fund was created pursuant to the Trust
Agreement dated as specified above (the "Agreement") among the Company, the Certificate Administrator
and Deutsche Bank Trust Company Americas, as trustee and supplemental interest trust trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
month or, if such 25th day is not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), from the related Available Funds in an
amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to Holders of Class II-A-[__]
Certificates on such Distribution Date.
Distributions on this Certificate will be made by the Certificate Administrator acting on
behalf of the Trustee (by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Certificate Administrator, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose. The Initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal
Balance hereof will be reduced to the extent of distributions allocable to principal and any Class II
Loss Amounts allocable hereto.
This Certificate is one of a duly authorized issue of certificates issued in several Classes
designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon.
The Trust Certificates are limited in right of payment to certain distributions made to the
related Underlying Certificates, all as more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Trust Certificate Account created for the
benefit of Certificateholders may be made by the Certificate Administrator from time to time for
purposes other than distributions to Certificateholders, such purposes including without limitation
reimbursement of certain expenses incurred by the Certificate Administrator, the Company or the
Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment of the
Agreement and the modification of the rights and obligations of the Company, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any
time by the Company, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class
of Trust Certificates affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of certain Classes of Trust
Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the
City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing,
and thereupon one or more new Trust Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Trust Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates
of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested
by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
The Company, the Certificate Administrator, the Trustee and the Certificate Registrar and
any agent of the Company, the Certificate Administrator, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Company, the Certificate Administrator, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State
of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund
created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on
behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier
of (i) the maturity or other liquidation of the last Mortgage Loan subject to the Underlying
Certificates or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the trust fund
relating to the Underlying Certificates of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the Underlying Certificates.
Each Pooling and Servicing Agreement permits, but does not require, the Master Servicer to (i)
purchase at a price determined as provided in such Pooling and Servicing Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the certificates issued by the related trust from the holders thereof;
provided, that any such option may only be exercised if the Pool Stated Principal Balance (as defined
in each Pooling and Servicing Agreement) of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance (as defined in each Pooling and Servicing Agreement) of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: February 8, 2008 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A-[__] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:______________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate Register of the Trust
Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
_______________________________________________________________________________________________________
_______________________________________________
Signature by or on behalf of assignor
_______________________________________________
Signature Guaranteed
Dated:
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to _______________________________________________________________________________________________ for
the account of ________________________________________________________________________________________
account number ____________________________________________________________, or, if mailed by check, to
_______________________________________________________________________________________________________
Applicable statements should be mailed to
_______________________________________________________________________________________________________
This information is provided by _________________________________________________________, the
assignee named above, or ______________________________________ as its agent.
EXHIBIT B
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A
CERTIFICATION PURSUANT TO SECTION 4.02(d) OF THE AGREEMENT OR AN OPINION OF COUNSEL ACCEPTABLE TO AND
IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE ADMINISTRATOR, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE
CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE CERTIFICATE ADMINISTRATOR, THE COMPANY OR THE TRUSTEE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE THAT (1)
SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN
AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF
THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E)
BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF
A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS PARAGRAPH.
Certificate No. [___] 0.00% Pass-Through Rate
Class R-[ ] Senior Aggregate Initial Certificate
Principal Balance of the
Date of Trust Agreement: Class R Certificates:
February 8, 2008 $100.00
First Distribution Date: Initial Certificate Principal
February 25, 2008 Balance of this Certificate:
$[_____]
Certificate Administrator:
Residential Funding Company, LLC Percentage Interest: [_____]%
Assumed Final Distribution Date: CUSIP:
August 25, 2036
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2008-QR1
Evidencing a percentage interest in any distributions allocable to the Class R
Certificates with respect to the Trust Fund consisting primarily of senior classes
of mortgage asset-backed pass-through certificates issued by a trust established by
RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from certain assets of the Trust Fund (as defined
in the Agreement referred to below), and does not represent an obligation of or interest in
Residential Accredit Loans, Inc., the Certificate Administrator, the Trustee referred to below or
GMAC Mortgage Group, LLC or any of their affiliates. Neither this Certificate nor the Underlying
Certificates (as defined below) are guaranteed or insured by any governmental agency or
instrumentality or by Residential Accredit Loans, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below), the Certificate Administrator,
the Trustee or GMAC Mortgage Group, LLC or any of their affiliates. Neither the Company, the
Certificate Administrator, GMAC Mortgage Group, LLC nor any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or payable from payments on
this Certificate.
This certifies that [_________________________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all
Class R Certificates, both as specified above) in certain distributions with respect to the Trust
Fund consisting primarily of the Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-QS11, Class I-A-2 and the Residential Accredit Loans, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-QS12, Class II-A-15 (collectively, the
"Underlying Certificates"). The Trust Fund was created pursuant to the Trust Agreement dated as
specified above (the "Agreement") among the Company, the Certificate Administrator and Deutsche Bank
Trust Company Americas, as trustee and supplemental interest trust trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day
of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if
any) required to be distributed to Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee,
(ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a United States Person
and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such
restrictions, then the Company will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Company, which
purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on this Certificate will be made
after due notice of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that purpose. The Initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal
Balance hereof will be reduced to the extent of distributions allocable to principal and any Class I
Loss Amounts allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and the Holder hereof
may have additional obligations with respect to this Certificate, including tax liabilities, and may
be entitled to certain additional distributions hereon, in accordance with the terms and provisions
of the Agreement.
No transfer of this Class R Certificate will be made unless the Trustee has received
either (i) an Opinion of Counsel addressed to the Trustee, the Company and the Certificate
Administrator, acceptable to and in form and substance satisfactory to the Trustee to the effect that
the purchase or holding of such Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section
4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Company or the Certificate Administrator to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Certificate Administrator or (ii) a representation letter, in the form as described in Section
4.02(d) of the Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or
any Person (including an investment manager, a named fiduciary or a trustee of any Plan) who is using
"plan assets" of any Plan to effect such acquisition, within the meaning of U.S. Department of Labor
regulation 29 C.F.R. 2510.3-101.
This Certificate is one of a duly authorized issue of the certificates issued in
several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified
hereon.
The Trust Certificates are limited in right of payment to certain distributions made
to the related Underlying Certificates.
As provided in the Agreement, withdrawals from the Trust Certificate Account created
for the benefit of Certificateholders may be made by the Certificate Administrator from time to time
for purposes other than distributions to Certificateholders, such purposes including without
limitation reimbursement of certain expenses incurred by the Certificate Administrator, the Company
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the amendment of
the Agreement and the modification of the rights and obligations of the Company, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any
time by the Company, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class
of Trust Certificates affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of certain Classes of Trust
Certificates.
As provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new
Trust Certificates of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Trust Certificates are issuable only as registered Certificates without coupons
in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust
Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest,
as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Certificate Administrator, the Trustee and the Certificate
Registrar and any agent of the Company, the Certificate Administrator, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Certificate Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of
the State of New York.
The obligations created by the Agreement in respect of the Certificates and the
Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held
by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following
the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject to the
Underlying Certificates or the disposition of all property acquired upon foreclosure or deed in lieu
of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the trust fund
relating to the Underlying Certificates of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the Underlying Certificates.
Each Pooling and Servicing Agreement permits, but does not require, the Master Servicer to (i)
purchase at a price determined as provided in such Pooling and Servicing Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the certificates issued by the related trust from the holders thereof;
provided, that any such option may only be exercised if the Pool Stated Principal Balance (as defined
in each Pooling and Servicing Agreement) of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance (as defined in each Pooling and Servicing Agreement) of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set forth on
the reverse hereof, which further provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: February 8, 2008 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:______________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-[ ] Certificates referred to in the within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:______________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
___________________________________________________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest evidenced by the within
Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated: _____________________________________________
Signature by or on behalf of assignor
_____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to _______________________________________________________________________________________________ for
the account of ________________________________________________________________________________________
account number ____________________________________________________________, or, if mailed by check, to
_______________________________________________________________________________________________________
Applicable statements should be mailed to _____________________________________________________________
This information is provided by _________________________________________________________, the
assignee named above, or ______________________________________ as its agent.
EXHIBIT C-1
TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
)ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R (the
"Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the
State of __________________________________ ] [the United States], on behalf of which he makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or
an electing large partnership as of [date of transfer] within the meaning of Sections 860E(e)(5) and
775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an electing large
partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified
organization for so long as it retains its ownership interest in the Class R Certificates, and (iii)
is acquiring the Class R Certificates for its own account or for the account of another Owner from
which it has received an affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of the activities of which
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers
of Class R Certificates to disqualified organizations or electing large partnerships, under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would
be on the transferor (or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person (other than with
respect to transfers to electing large partnerships) otherwise liable for the tax shall be relieved
of liability for the tax if the transferee furnishes to such person an affidavit that the transferee
is not a disqualified organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and
that the transferor of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if either the pass-through entity is an electing large partnership under
Section 775 of the Code or if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity. (For this purpose, a
"pass through entity" includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal
income tax purposes and created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), (iii) an estate that is described in Section
7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of the Owner or another United States taxpayer.
7. That the Owner is aware that the Trustee will not register the transfer of
any Class R Certificates unless the transferee, or the transferee's agent, delivers to it an
affidavit and agreement, among other things, in substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and agreement are false.
8. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 4.02(c) of the Trust Agreement under which the
Class R Certificates were issued. The Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
9. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure
that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
10. The Owner's Taxpayer Identification Number is __________________________.
11. This affidavit and agreement relates only to the Class R Certificates held
by the Owner and not to any other holder of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R Certificates.
12. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making
this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation
Section 1.860E-1(c) and recent amendments thereto, effective as of July 19, 2002, and (ii) the
preamble describing the adoption of the amendments to such regulation, which is attached hereto as
Annex 1.
13. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the Certificates remain
outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from
whom it acquired the Class R Certificate that the Owner intends to pay taxes associated with holding
such Class R Certificate as they become due, fully understanding that it may incur tax liabilities in
excess of any cash flows generated by the Class R Certificate.
14. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.
15. The Owner is not an employee benefit plan or other plan or arrangement
subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (a "Plan"), or an investment manager, named
fiduciary or a trustee of any Plan, or any other Person acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this _____ day of
___________________________, 200__.
[NAME OF OWNER]
By:__________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
___________________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to
me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of
the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act
and deed of the Owner.
Subscribed and sworn before me this ____ day of _________________________, 200____.
_________________________________________
NOTARY PUBLIC
COUNTY OF____________________________________________
STATE OF_____________________________________________
My Commission expires the _____ day of ___
________________________, 20__.
ANNEX 1 TO EXHIBIT C-1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
-----------------------------------------------------------------------
SUMMARY: This document contains final regulations relating to safe
harbor transfers of noneconomic residual interests in real estate
mortgage investment conduits (REMICs). The final regulations provide
additional limitations on the circumstances under which transferors may
claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000
(not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed
and, pending receipt and evaluation of public comments, approved by the
Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned
control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E-
1(c)(5)(ii). This information is required to enable the IRS to verify
that a taxpayer is complying with the conditions of this regulation.
The collection of information is mandatory and is required. Otherwise,
the taxpayer will not receive the benefit of safe harbor treatment as
provided in the regulation. The likely respondents are businesses and
other for-profit institutions.
Comments on the collection of information should be sent to the
Office of Management and Budget, Attn: Desk Officer for the Department
of the Treasury, Office of Information and Regulatory Affairs,
Xxxxxxxxxx, XX, 00000, with copies to the Internal Revenue Service,
Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Xxxxxxxxxx, XX
00000. Comments on the collection of information should be received by
September 17, 2002. Comments are specifically requested concerning:
Whether the collection of information is necessary for the proper
performance of the functions of the Internal Revenue Service, including
whether the information will have practical utility;
The accuracy of the estimated burden associated with the collection
of information (see below);
How the quality, utility, and clarity of the information to be
collected may be enhanced;
How the burden of complying with the collection of information may
be minimized, including through the application of automated collection
techniques or other forms of information technology; and
Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of service to provide information.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a valid
control number assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on
an estimated number of respondents of 470 and an estimated average
annual burden hours per respondent of one hour.
Books or records relating to a collection of information must be
retained as long as their contents may become material in the
administration of any internal revenue law. Generally, tax returns and
tax return information are confidential, as required by 26 U.S.C. 6103.
Background
This document contains final regulations regarding the proposed
amendments to 26 CFR part 1 under section 860E of the Internal Revenue
Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the
investigation and representation requirements may avail itself of the
safe harbor by satisfying either the formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules
governing the transfer of noneconomic REMIC residual interests. In
general, a transfer of a noneconomic residual interest is disregarded
for all tax purposes if a significant purpose of the transfer is to
[[Page 47452]]
enable the transferor to impede the assessment or collection of tax. A
purpose to impede the assessment or collection of tax (a wrongful
purpose) exists if the transferor, at the time of the transfer, either
knew or should have known that the transferee would be unwilling or
unable to pay taxes due on its share of the REMIC's taxable income.
Under a safe harbor, the transferor of a REMIC noneconomic residual
interest is presumed not to have a wrongful purpose if two requirements
are satisfied: (1) the transferor conducts a reasonable investigation
of the transferee's financial condition (the investigation
requirement); and (2) the transferor secures a representation from the
transferee to the effect that the transferee understands the tax
obligations associated with holding a residual interest and intends to
pay those taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of
noneconomic residual interests claim they satisfy the safe harbor even
in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with
holding the interest. For this reason, on February 7, 2000, the IRS
published in the Federal Register (65 FR 5807) a notice of proposed
rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe
harbor by adding the ``formula test,'' an economic test. The proposed
regulation provides that the safe harbor is unavailable unless the
present value of the anticipated tax liabilities associated with
holding the residual interest does not exceed the sum of: (1) The
present value of any consideration given to the transferee to acquire
the interest; (2) the present value of the expected future
distributions on the interest; and (3) the present value of the
anticipated tax savings associated with holding the interest as the
REMIC generates losses.
The notice of proposed rulemaking also contained rules for FASITs.
Section 1.860H-6(g) of the proposed regulations provides requirements
for transfers of FASIT ownership interests and adopts a safe harbor by
reference to the safe harbor provisions of the REMIC regulations.
In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3
I.R.B. 335) to set forth an alternative safe harbor that taxpayers
could use while the IRS and the Treasury considered comments on the
proposed regulations. Under the alternative safe harbor, if a
transferor meets the investigation requirement and the representation
requirement but the transfer fails to meet the formula test, the
transferor may invoke the safe harbor if the transferee meets a two-
prong test (the asset test). A transferee generally meets the first
prong of this test if, at the time of the transfer, and in each of the
two years preceding the year of transfer, the transferee's gross assets
exceed $100 million and its net assets exceed $10 million. A transferee
generally meets the second prong of this test if it is a domestic,
taxable corporation and agrees in writing not to transfer the interest
to any person other than another domestic, taxable corporation that
also satisfies the requirements of the asset test. A transferor cannot
rely on the asset test if the transferor knows, or has reason to know,
that the transferee will not comply with its written agreement to limit
the restrictions on subsequent transfers of the residual interest.
Rev. Proc. 2001-12 provides that the asset test fails to be
satisfied in the case of a transfer or assignment of a noneconomic
residual interest to a foreign branch of an otherwise eligible
transferee. If such a transfer or assignment were permitted, a
corporate taxpayer might seek to claim that the provisions of an
applicable income tax treaty would resource excess inclusion income as
foreign source income, and that, as a consequence, any U.S. tax
liability attributable to the excess inclusion income could be offset
by foreign tax credits. Such a claim would impede the assessment or
collection of U.S. tax on excess inclusion income, contrary to the
congressional purpose of assuring that such income will be taxable in
all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the
Code.
The Treasury and the IRS have learned that certain taxpayers
transferring noneconomic residual interests to foreign branches have
attempted to rely on the formula test to obtain safe harbor treatment
in an effort to impede the assessment or collection of U.S. tax on
excess inclusion income. Accordingly, the final regulations provide
that if a noneconomic residual interest is transferred to a foreign
permanent establishment or fixed base of a U.S. taxpayer, the transfer
is not eligible for safe harbor treatment under either the asset test
or the formula test. The final regulations also require a transferee to
represent that it will not cause income from the noneconomic residual
interest to be attributable to a foreign permanent establishment or
fixed base.
Section 1.860E-1(c)(8) provides computational rules that a taxpayer
may use to qualify for safe harbor status under the formula test.
Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to
pay tax at a rate equal to the highest rate of tax specified in section
11(b). Some commentators were concerned that this presumed rate of
taxation was too high because it does not take into consideration
taxpayers subject to the alternative minimum tax rate. In light of the
comments received, this provision has been amended in the final
regulations to allow certain transferees that compute their taxable
income using the alternative minimum tax rate to use the alternative
minimum tax rate applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present
values in the formula test are to be computed using a discount rate
equal to the applicable Federal short-term rate prescribed by section
1274(d). This is a change from the proposed regulation and Rev. Proc.
2001-12. In those publications the provision stated that ``present
values are computed using a discount rate equal to the applicable
Federal rate prescribed in section 1274(d) compounded semiannually''
and that ``[a] lower discount rate may be used if the transferee can
demonstrate that it regularly borrows, in the course of its trade or
business, substantial funds at such lower rate from an unrelated third
party.'' The IRS and the Treasury Department have learned that, based
on this provision, certain taxpayers have been attempting to use
unrealistically low or zero interest rates to satisfy the formula test,
frustrating the intent of the test. Furthermore, the Treasury
Department and the IRS believe that a rule allowing for a rate other
than a rate based on an objective index would add unnecessary
complexity to the safe harbor. As a result, the rule in the proposed
regulations that permits a transferee to use a lower discount rate, if
the transferee can demonstrate that it regularly borrows substantial
funds at such lower rate, is not included in the final regulations; and
the Federal short-term rate has been substituted for the applicable
Federal rate. To simplify taxpayers' computations, the final
regulations allow use of any of the published short-term rates,
provided that the present values are computed with a corresponding
period of compounding. With the exception of the provisions relating to
transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may
choose to apply the interest rate formula set forth in the proposed
regulation and Rev. Proc. 2001-12 for transfers occurring before August
19, 2002.
It is anticipated that when final regulations are adopted with
respect to
[[Page 47453]]
FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in
substantially its present form, with the result that the final
regulations contained in this document will also govern transfers of
FASIT ownership interests with substantially the same applicability
date as is contained in this document.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August
19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a
significant economic impact on a substantial number of small entities.
This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual
interests. Therefore, a Regulatory Flexibility Analysis under the
Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has
been determined that this Treasury decision is not a significant
regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that
sections 553(b) and 553(d) of the Administrative Procedure Act (5
U.S.C. chapter 5) do not apply to these regulations.
Drafting Information
The principal author of these regulations is Xxxxxxxx Xxxxxxxxxx.
However, other personnel from the IRS and Treasury Department
participated in their development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in
part as follows:
Authority: 26 U.S.C. 7805 * * *
EXHIBIT C-2
Form of Transferor Certificate
__________________________, 2___
Residential Accredit Loans, Inc.
Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Residential Funding Company, LLC
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Deutsche Bank Trust Company Americas
Corporate Trust Xxxxxx
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000
Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates,
Series 2008-QR1 , Class R Certificates
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ________ (the
"Seller") to (the "Purchaser") of a % Percentage Interest in Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series 2008-QR1 , Class R (the "Certificates"),
pursuant to Section 4.02 of the Trust Agreement (the "Trust Agreement"), dated as of February 8, 2008
among Residential Accredit Loans, Inc., as depositor (the "Company"), Residential Funding Company,
LLC, as certificate administrator (the "Certificate Administrator") and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee") and supplemental interest trust trustee. 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 Company and the Trustee that:
1. No purpose of the Seller relating to transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee a
transfer affidavit and agreement in the form attached to the Trust Agreement as Exhibit C-1. The
Seller does not know or believe that any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not both
a United States Person and a Permitted Transferee.
4. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the
Purchaser has historically paid its debts as they become due and has found no significant evidence to
indicate the Purchaser will not continue to pay its debts as they become due in the future. The
Seller understands that the transfer of the Certificate may not be respected for United States income
tax purposes (and the Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
5. 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 D-1
RALI Series 2006-QS11 Pooling and Servicing Agreement
EXECUTION COPY
===================================================================================================================
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF AUGUST 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS11
===================================================================================================================
ARTICLE I DEFINITIONS................................................................................3
Section 1.01 Definitions.........................................................................3
Section 1.02 Use of Words and Phrases...........................................................20
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................21
Section 2.01 Conveyance of Mortgage Loans.......................................................21
Section 2.02 Acceptance by Trustee..............................................................27
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company............................................................................28
Section 2.04 Representations and Warranties of Sellers.(See Section 2.04 of the Standard
Terms).............................................................................33
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I Certificates.......................................33
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests; Acceptance by the
Trustee............................................................................33
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II...........................33
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms).........33
Section 2.09 Agreement Regarding Ability to Disclose............................................34
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................35
Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms).......35
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations. (See Section 3.02 of
the Standard Terms)................................................................35
Section 3.03 Successor Subservicers. (See Section 3.03 of the Standard Terms)..................35
Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the Standard Terms).........35
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms).......................35
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee. (See
Section 3.06 of the Standard Terms)................................................35
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. (See Section 3.07 of the Standard Terms)..................................35
Section 3.08 Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the
Standard Terms)....................................................................35
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans. (See Section 3.09 of the Standard Terms)....................................35
Section 3.10 Permitted Withdrawals from the Custodial Account. (See Section 3.10 of the
Standard Terms)....................................................................35
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder. (See
Section 3.11 of the Standard Terms)................................................35
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (See
Section 3.12 of the Standard Terms) ...............................................35
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments. (See Section 3.13 of the Standard Terms)......................35
Section 3.14 Realization Upon Defaulted Mortage Loans. (See Section 3.14 of the Standard
Terms).............................................................................35
Section 3.15 Trustee to Cooperate; Release of Custodial Files. .................................36
Section 3.16 Servicing and Other Compensation; Compensating Interest. (See Section 3.16
of the Standard Terms).............................................................37
Section 3.17 Reports to the Trustee and to the Company. (See Section 3.17 of the
Standard Terms)....................................................................37
Section 3.18 Annual Statement as to Compliance and Servicing Assessment. (See Section
3.18 of the Standard Terms)........................................................37
Section 3.19 Annual Independent Public Accountants' Servicing Report. (See Section 3.19
of the Standard Terms).............................................................37
Section 3.20 Rights of the Company in Respect of the Master Servicer. (See Section 3.20
of the Standard Terms).............................................................37
Section 3.21 Administration of Buydown Funds. (See Section 3.21 of the Standard Terms)..........37
Section 3.22 Advance Facility. (See Section 3.22 of the Standard Terms)........................37
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................38
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)......................38
Section 4.02 Distributions......................................................................38
Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard Terms)...................47
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer. (See Section 4.04 of the Standard Terms)..........................47
Section 4.05 Allocation of Realized Losses......................................................48
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section
4.06 of the Standard Terms)........................................................49
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)....................................................................49
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)..............................49
ARTICLE V THE CERTIFICATES..........................................................................50
ARTICLE VI THE COMPANY AND THE MASTER SERVICER.......................................................51
Section 6.01 Respective Liabilities of the Company and the Master Servicer. (See Section
6.01 of the Standard Terms)........................................................51
Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of
Rights and Delegation of Duties by the Master Servicer.............................51
Section 6.03 Limitation on Liability of the Company, Master Servicer and Others. (See
Section 6.03 of the Standard Terms)................................................51
Section 6.04 Company and Master Servicer Not to Resign. (See Section 6.04 of the
Standard Terms)....................................................................51
ARTICLE VII DEFAULT...................................................................................52
ARTICLE VIII CONCERNING THE TRUSTEE....................................................................53
Section 8.01 Duties of the Trustee. (See Section 8.01 of the Standard Terms)....................53
Section 8.02 Certain Matters Affecting the Trustee (See Section 8.02 of the Standard
Terms).............................................................................53
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. (See Section 8.03
of the Standard Terms).............................................................53
Section 8.04 Trustee May Own Certificates. (See Section 8.04 of the Standard Terms)............53
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. (See
Section 8.05 of the Standard Terms)................................................53
Section 8.06 Eligibility Requirements for Trustee (See Section 8.06 of the Standard
Terms).............................................................................53
Section 8.07 Resignation and Removal of Trustee. (See Section 8.07 of the Standard
Terms).............................................................................53
Section 8.08 Successor Trustee. (See Section 8.08 of the Standard Terms).......................53
Section 8.09 Merger or Consolidation of Trustee. (See Section 8.09 of the Standard Terms).......54
Section 8.10 Appointment of Co-Trustee or Separate Trustee (See Section 8.10 of the
Standard Terms)....................................................................54
Section 8.11 Appointment of Custodian...........................................................54
Section 8.12 Appointment of Office or Agency. (See Section 8.12 of the Standard Terms).........54
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF
ALL CERTIFICATES..........................................................................55
Section 9.01 Optional Purchase by the Master Servicer of all Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans..........55
Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard
Terms).............................................................................58
Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms)..........58
ARTICLE X REMIC PROVISIONS..........................................................................59
Section 10.01 REMIC Administration. (See Section 10.01of the Standard Terms).....................59
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)...............................................59
Section 10.03 Designation of REMICs..............................................................59
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests Z........................................59
Section 10.05 Compliance with Withholding Requirements...........................................61
ARTICLE XI MISCELLANEOUS PROVISIONS..................................................................62
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)...............................62
Section 11.02 Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard
Terms).............................................................................62
Section 11.03 Limitation on Rights of Certificateholders (See Section 11.03 of the
Standard Terms)....................................................................62
Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)...........................62
Section 11.05 Notices............................................................................62
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)................................................................63
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)..............63
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms)....................................................................63
Section 11.09 Allocation of Voting Rights........................................................63
Section 11.10 No Petition........................................................................63
EXHIBITS
Exhibit One-I & One-II: Mortgage Loan Schedule (Group I Loans)
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I: Schedule of Discount Fractions for Group I Loans
Exhibit Two-II: Schedule of Discount Fractions for Group II Loans
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement Dated as of March 1, 2006
This is a Series Supplement, dated as of August 1, 2006 (the "Series Supplement"), to the Standard Terms
of Pooling and Servicing Agreement, dated as of March 1, 2006 and attached as Exhibit Four hereto (the "Standard
Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among
RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of assets described in the definition of
Trust Fund, and subject to this Agreement (including the Mortgage Loans), exclusive of amounts on deposit in the
Initial Monthly Payment Fund, as two real estate mortgage investment conduits (each, a "REMIC") for federal
income tax purposes.
The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set
forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any
provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All
capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The
Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement.
The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.
AGGREGATE
INITIAL
PASS-THROUGH CERTIFICATE MATURITY FITCH/MINIMUM
DESIGNATION RATE PRINCIPAL BALANCE FEATURES(1) DATE XXXXX'X/S&P DENOMINATIONS(2)
I-A-1 6.50% $347,046,000.00 Senior/Accretion August 25, 2036 AAA/Aaa/AAA $25,000.00
Directed/Fixed Rate
I-A-2 6.00% $155,758,000.00 Senior/Fixed Rate August 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-3 6.50% $26,971,000.00 Senior/Super Senior/Fixed August 25, 2036 AAA/Aaa/AAA $25,000.00
Rate
I-A-4 6.50% $67,838,000.00 Senior/Super August 25, 2036 AAA/Aaa/AAA $25,000.00
Senior/Lockout/Fixed Rate
I-A-5 6.50% $20,740,000.00 Senior/Accrual/Fixed Rate August 25, 2036 AAA/Aaa/AAA $25,000.00
I-A-6 6.50% $3,556,000.00 Senior/Senior August 25, 2036 AAA/Aa1/AAA $25,000.00
Support/Lockout/Fixed Rate
I-A-7 6.50% $0.00(3) Xxxxxx/Xxxxxxxx Xxxxxx 00, 0000 XXX/Xxx/XXX $2,000,000.00
Only/Fixed Rate
I-A-8 6.00% $42,284,000.00 Senior/Fixed Rate August 25, 2036 AAA/Aaa/AAA $25,000.00
II-A-1 6.50% $34,821,000.00 Senior/Fixed Rate August 25, 2036 AAA/Aaa/AAA $25,000.00
A-P 0.00% $5,521,342.35 Senior/Principal Only August 25, 2036 AAA/Aaa/AAA $25,000.00
A-V Variable $0.00(5)Senior/Interest Only/ August 25, 2036 AAA/Aaa/AAA $2,000,000.00
Rate(4) Variable Rate
R-I 6.50% $100.00 Senior/Residual/Fixed Rate August 25, 2036 AAA/Aaa/AAA (6)
R-II 6.50% $100.00 Senior/Residual/Fixed Rate August 25, 2036 AAA/Aaa/AAA (7)
M-1 6.50% $25,176,400.00 Mezzanine/Fixed Rate August 25, 2036 AA/NA/NA $25,000.00
M-2 6.50% $7,139,300.00 Mezzanine/Fixed Rate August 25, 2036 A/NA/NA $250,000.00
M-3 6.50% $5,636,300.00 Mezzanine/Fixed Rate August 25, 2036 BBB/NA/NA $250,000.00
B-1 6.50% $3,381,800.00 Subordinate/Fixed Rate August 25, 2036 BB/NA/NA $250,000.00
B-2 6.50% $3,006,000.00 Subordinate/Fixed Rate August 25, 2036 B/NA/NA $250,000.00
B-3 6.50% $2,630,362.27 Subordinate/Fixed Rate August 25, 2036 NA/NA/NA $250,000.00
_________
(1) The Certificates, other than the Class B and Class R Certificates, shall be
Book-Entry Certificates. The Class B and Class R Certificates shall be
delivered to the holders thereof in physical form.
(2) The Certificates, other than the Class R Certificates, shall be issuable in
minimum dollar denominations as indicated above (by Certificate Principal
Balance or Notional Amount, as applicable) and integral multiples of $1 (or
$1,000 in the case of the Class A-P, Class B-1, Class B-2 and Class B-3
Certificates) in excess thereof, except that one Certificate of any of the
Class A-P, Class B-1 and Class B-3 Certificates that contains an uneven
multiple of $1,000 shall be issued in a denomination equal to the sum of
the related minimum denomination set forth above and such uneven multiple
for such Class or the sum of such denomination and an integral multiple of
$1,000.
(3) The Class I-A-7 Certificates do not have a Certificate Principal Balance.
For the purpose of calculating interest payments, interest on the Class
I-A-7 Certificates will accrue on a notional amount equal to 1/13
multiplied by the aggregate Certificate Principal Balance of the Class
I-A-2 Certificates and Class I-A-8 Certificates immediately prior to the
related Distribution Date.
(4) The initial Pass-Through Rate on the Class A-V Certificates is 0.3973%.
(5) The Class A-V Certificates do not have a principal balance. For the purpose
of calculating interest payments, interest will accrue on a notional amount
equal to the aggregate stated principal balance of the mortgage loans.
(6) Each class of the Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate of each Class will be issuable to
Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e)
in a minimum denomination representing a Percentage Interest of not less than
0.01%.
The Group I Loans have an aggregate principal balance as of the Cut-off Date of $713,940,004.75. The
Group II Loans have an aggregate principal balance as of the Cut-off Date of $37,565,699.87. The Mortgage Loans
have an aggregate principal balance as of the Cut-off Date of $751,505,704.62.
In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accretion Termination Date: The earlier to occur of (i) the Distribution Date on which the Certificate
Principal Balance of the Class I-A-1 Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Certificates: The Class I-A-5 Certificates.
Accrual Distribution Amount: With respect to any Distribution Date prior to the Accretion Termination
Date, an amount equal to the amount of Accrued Certificate Interest on the Class I-A-5 Certificates that is added
to the Certificate Principal Balance of the Class I-A-5 Certificates on such Distribution Date pursuant to
Section 4.02(k).
Aggregate Available Distribution Amount: With respect to a Distribution Date, the sum of the Available
Distribution Amounts for both Loan Groups for such Distribution Date.
Aggregate Senior Interest Distribution Amount: With respect to a Distribution Date, the sum of the
Senior Interest Distribution Amounts for both Loan Groups for such Distribution Date.
Aggregate Senior Principal Distribution Amount: With respect to a Distribution Date, the sum of the
Senior Principal Distribution Amounts for both Loan Groups for such Distribution Date.
Assignment Agreement and Amendment of Security Instrument: With respect to a Sharia Mortgage Loan, the
agreement between the consumer and the co-owner pursuant to which all of the co-owner's interest as a beneficiary
under the related Sharia Mortgage Loan Security Instrument and the co-owner's interest in the related Mortgaged
Property is conveyed to a subsequent owner, which may take the form of an "Assignment Agreement" and an
"Amendment of Security Instrument" or an "Assignment Agreement and Amendment of Security Instrument", as
applicable.
Available Distribution Amount: As to any Distribution Date and each Loan Group, an amount equal to (a)
the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of
business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts
deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans,
(ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any
amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the
second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section
4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the
Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety
Bond in respect of such Distribution Date, (vii) the proceeds of any Pledged Assets received by the Master
Servicer and (viii) any additional amounts to be included with respect to such Loan Group, as applicable,
pursuant to Section 4.02(i), reduced by (b) the sum as of the close of business on the immediately preceding
Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans in the related Loan Group pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date,
an amount equal to the excess, if any, of (A) $395,022 over (B) the aggregate amount of Bankruptcy Losses
allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series
Supplement. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount
equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the
Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or
preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off
Date, the Business Day immediately preceding such date of determination) (for purposes of this
definition, the "Relevant Anniversary") and (b) the greatest of:
(A) (i) if the aggregate principal balance of the Non-Primary Residence Loans as
of the Relevant Anniversary is less than 10% of the Stated Principal Balance of the Mortgage
Loans as of the Relevant Anniversary, $0.00, or (ii) if the aggregate principal balance of the
Non-Primary Residence Loans as of the Relevant Anniversary is equal to or greater than 10% of
the Stated Principal Balance of the Mortgage Loans as of the Relevant Anniversary, the sum of
(I) the aggregate principal balance of the Non-Primary Residence Loans with a Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00% (other than Additional Collateral
Loans), times 0.25%, (II) the aggregate principal balance of the Non-Primary Residence Loans
with a Loan-to-Value Ratio of greater than 90.00% but less than or equal to 95.00% (other than
Additional Collateral Loans), times 0.50%, and (III) the aggregate principal balance of the
Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 95.00% (other than
Additional Collateral Loans) times 0.75%, in each case as of the Relevant Anniversary;
(B) the greater of (i) the product of (x) an amount equal to the largest
difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the
Mortgage Pool (other than Additional Collateral Loans) which had an original Loan-to-Value
Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the
weighted average (based on the principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary
less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in
months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans
remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000; and
(C) the greater of (i) 0.0006 times the aggregate principal balance of all the
Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary having a Loan-to-Value
Ratio (other than Additional Collateral Loans) at origination which exceeds 75% and (ii)
$100,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner
in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Capitalization Reimbursement Amount: As to any Distribution Date and Loan Group the amount of Advances
or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group
during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section 3.10(a)(vii), plus the related Capitalization Reimbursement Shortfall
Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution Date and Loan Group, the amount,
if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of
the Mortgage Loans in such Loan Group during the preceding calendar month exceeds the amount of principal
payments on the Mortgage Loans included in the Available Distribution Amount for that Loan Group and Distribution
Date.
Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class
I-A-7, Class I-A-8, Class II-A-1, Class A-V, Class A-P, Class R-I, Class R-II, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates.
Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01
of the Standard Terms, which shall be entitled "Deutsche Bank Trust Company Americas, as trustee, in trust for
the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-QS11" and which must be an Eligible Account.
Certificate Group: With respect to Loan Group I, the Group I Senior Certificates, and with respect to
Loan Group II, the Group II Senior Certificates.
Certificate Policy: None.
Class I-A Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class I-A-7 and Class I-A-8 Certificates.
Class I-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate
Certificate Principal Balance of the Group I Senior Certificates immediately prior to that Distribution Date
divided by the aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group I, other than the
Discount Fraction of the Discount Mortgage Loans in Loan Group I, immediately prior to that Distribution Date.
The Class I-A Percentage will initially equal approximately 93.70% and will in no event exceed 100%.
Class II-A Certificates: The Class II-A-1 Certificates.
Class II-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate
Certificate Principal Balance of the Group II Senior Certificates immediately prior to that Distribution Date
divided by the aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group II, other than the
Discount Fraction of the Discount Mortgage Loans in Loan Group II, immediately prior to that Distribution Date.
The Class II-A Percentage will initially equal approximately 93.68% and will in no event exceed 100%.
Class B Certificates: The Class B-1, Class B-2 and Class B-3 Certificates.
Class M Certificates: The Class M-1, Class M-2 and Class M-3 Certificates.
Class R Certificate: Any one of the Class R-I Certificates and Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing
an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date: August 30, 2006.
Compensating Interest: With respect to any Distribution Date and each Loan Group an amount equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full during the related Prepayment Period
and Curtailments during the prior calendar month and included in the Available Distribution Amount for the such
Loan Group on such Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group immediately preceding such Distribution
Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and
the Certificate Account and payable to the Certificateholders with respect to the Mortgage Loans in the related
Loan Group and such Distribution Date; provided that for purposes of this definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02(a) except as may be required pursuant to the last sentence of
such Section.
Corporate Trust Office: The principal office of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Funding Corporation Series 2006-QS11.
Custodial File: Any mortgage loan document in the Mortgage File that is required to be delivered to the
Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date: August 1, 2006.
Determination Date: With respect to any Distribution Date, the second Business Day prior to each
Distribution Date.
Discount Net Mortgage Rate: 6.50% per annum.
Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date
occurs.
Eligible Funds: With respect to any Distribution Date and Loan Group, such Loan Group's portion of an
amount that is allocated among the Loan Groups pro rata, based on the aggregate unpaid Class A-P Collection
Shortfalls for each Loan Group, which amount is equal to the excess of (a) the Aggregate Available Distribution
Amount over (b) the sum of (i) the Aggregate Senior Interest Distribution Amount, (ii) the Aggregate Senior
Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Z)(D) hereof), (iii) the Class
A-P Principal Distribution Amount for Loan Group I and Loan Group II (determined without regard to clause (E) of
the definition of Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M-1, Class M-2, Class M-3, Class B-1 and Class B-2 Certificates.
Excess Subordinate Principal Amount: With respect to any Distribution Date on which the Certificate
Principal Balance of the Class of Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such Class or Classes, the excess, if any, of
(i) the amount that would otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal
Balance of such Class or Classes of Certificates immediately prior to such Distribution Date over the aggregate
amount of Realized Losses to be allocated to such Classes of Certificates on such Distribution Date as reduced by
any amount calculated pursuant to clause (E) of the definition of Class A-P Principal Distribution Amount. The
Excess Subordinate Principal Amount will be allocated between the Loan Groups on a pro rata basis in accordance
with the amount of Realized Losses on the Mortgage Loans in each Loan Group allocated to the Certificates on that
Distribution Date.
Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X)
prior to the first anniversary of the Cut-off Date an amount equal to 3.00% of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up to such date of determination, (Y) from the first to, but not including, the
second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of determination, and (Z) from the second
to, but not including, the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates
in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner
in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group II Loans.
Group I Senior Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class I-A-7, Class I-A-8 and Class R-I Certificates, which relate to and are payable primarily from the
Group I Loans.
Group II Senior Certificates: The Class II-A-1 Certificates and Class R-II Certificates, which relate to
and are payable primarily from the Group II Loans.
Initial Monthly Payment Fund: With respect to the Group I Loans, $240,000.00, representing scheduled
principal amortization and interest at the Net Mortgage Rate payable during the September 2006 Due Period, for
those Group I Loans for which the Trustee will not be entitled to receive such payment. With respect to the
Group II Loans, $0.00, representing scheduled principal amortization and interest at the Net Mortgage Rate
payable during the September 2006 Due Period, for those Group II Loans for which the Trustee will not be entitled
to receive such payment.
Initial Notional Amount: With respect to the Class I-A-7 Certificates, $15,234,000. With respect to
the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c) of the Standard Terms, the
aggregate Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC I
Regular Interests Z represented by such Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount
which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates
divided by the aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off Date, as follows:
Class M-1: 3.35% Class B-1: 0.45%
Class M-2: 0.95% Class B-2: 0.40%
Class M-3: 0.75% Class B-3: 0.35%
Interest Accrual Period: With respect to any Class of Certificates and any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Interest Only Certificates: Any one of the Class I-A-7 Certificates and Class A-V Certificates. The
Interest Only Certificates will have no Certificate Principal Balance.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II Loans.
Lockout Certificates: The Class I-A-4 Certificates and Class I-A-6 Certificates.
Lockout Percentage: For any Distribution Date occurring prior to the Distribution Date in September
2011, 0%. For any Distribution Date occurring thereafter, as follows: 30% for any Distribution Date on or after
September 2011 and prior to September 2012; 40% for any Distribution Date on or after September 2012 and prior to
September 2013; 60% for any Distribution Date on or after September 2013 and prior to September 2014; 80% for any
Distribution Date on or after September 2014 and prior to September 2015; and 100% for any Distribution Date
thereafter.
Maturity Date: August 25, 2036, the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan which is not a Cooperative
Loan, the mortgage, deed of trust or other comparable instrument creating a first lien on an estate in fee simple
or leasehold interest in real property securing a Mortgage Note. With respect to each Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security Instrument.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit One-II (with respect to Loan Group II) (in each case, as amended from time
to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan in the related Loan Group:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate ("ORIG RATE");
(iv) the Subservicer pass-through rate ("CURR NET");
(v) the Net Mortgage Rate ("NET MTG RT");
(vi) the Pool Strip Rate ("STRIP");
(vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues
("MSTR SERV FEE");
(xi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by
a second or vacation residence; and
(xii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of the information required.
Mortgage Loans: Such of the mortgage loans, including any Sharia Mortgage Loans, transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of
the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and
Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation,
(i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, (ii) with respect to each Sharia Mortgage Loan, the related Obligation to Pay, Sharia Mortgage Loan
Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Assignment Agreement and Amendment of Security
Instrument and Mortgage File and all rights appertaining thereto and (iii) with respect to each Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, each related Mortgage Note, Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. With respect to each
Sharia Mortgage Loan, the related Obligation to Pay.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any
modification thereto other than a Servicing Modification. As to any Sharia Mortgage Loan, the profit factor
described in the related Obligation to Pay, or any modification thereto other than a Servicing Modification.
Mortgagor: The obligor on a Mortgage Note, or with respect to a Sharia Mortgage Loan, the consumer on
an Obligation to Pay.
Notional Amount: As of any Distribution Date, (i) with respect to the Class I-A-7 Certificates, an
amount equal to 1/13 multiplied by the aggregate Certificate Principal Balance of the Class I-A-2 Certificates
and Class I-A-8 Certificates immediately prior to such date, provided, however, for federal income tax purposes,
as of any Distribution Date, with respect to the Class I-A-7 Certificates, the equivalent of the foregoing,
expressed as the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest W immediately prior
to that date; and (ii) with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section
5.01(c) of the Standard Terms, the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC I Regular Interests Z represented by such Class or Subclass immediately prior to such date.
Obligation to Pay: The originally executed obligation to pay or similar agreement evidencing the
obligation of the consumer under a Sharia Mortgage Loan, together with any modification thereto.
Pass-Through Rate: With respect to the Senior Certificates (other than the Class A-V Certificates and
Class A-P Certificates), Class M Certificates and Class B Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto.
With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date,
a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as
of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). With respect to the Class A-V Certificates and
the initial Distribution Date the Pass-Through Rate is equal to 0.3973% per annum. With respect to any Subclass
of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated REMIC I Regular
Interests Z represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of
the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such
Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off
Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, a per annum rate equal to the
excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate for such Loan
Group (but not less than 0.00%) per annum.
Prepayment Assumption: With respect to each Loan Group, the prepayment assumption to be used for
determining the accrual of original issue discount and premium and market discount on the related Certificates
for federal income tax purposes, which assumes a prepayment rate equal to the product of (x) 100% and (y) a
constant prepayment rate of 8.0% per annum of the then outstanding principal balance of the related Mortgage
Loans in the first month of the life of such Mortgage Loans and an additional approximately 0.909091% per annum
in each month thereafter until the twelfth month, and beginning in the twelfth month and in each month thereafter
during the life of the related Mortgage Loans, a constant prepayment rate of 18.0% per annum.
Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate
Certificates and each Loan Group, under the applicable circumstances set forth below, the respective percentages
set forth below:
(i) For any Distribution Date prior to the Distribution Date in September 2011 (unless the
Certificate Principal Balances of the related Senior Certificates (other than the related Class
A-P Certificates), have been reduced to zero), 0%.
(ii) For any Distribution Date not discussed in clause (i) above on which any Class of Subordinate
Certificates are outstanding:
(a) in the case of the Class of Subordinate Certificates then outstanding with the
Highest Priority and each other Class of Subordinate Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate Principal Balances immediately
prior to such date of (1) the Class of Subordinate Certificates then outstanding with the
Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate Certificates for which the
Prepayment Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date
as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Subordinate Certificates in an
amount greater than the remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall
be reduced to a level that, when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage
of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall
be recalculated in accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of
this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and
(d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Subordinate
Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of
Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date
divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or REO Properties) immediately
prior to such Distribution Date is greater than or equal to the sum of the Initial Subordinate Class Percentages
of such Class and each Class of Subordinate Certificates with a Lower Priority.
Principal Only Certificates: Any one of the Class A-P Certificates.
Record Date: With respect to each Distribution Date and each Class of Certificates, the close of
business on the last Business Day of the month preceding the month in which the related Distribution Date occurs.
Related Classes: As to any Uncertificated REMIC I Regular Interest, those classes of Certificates
identified as "Related Classes of Certificates" to such Uncertificated REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
REMIC I: The segregated pool of assets with respect to which a REMIC election is to be made,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments and collections in respect of the Mortgage Loans due after the Cut-off
Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan, but not including amounts on deposit in
the Initial Monthly Payment Fund,
(iii) property which secured a Mortgage Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged
Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests
conveyed in trust to the Trustee for the benefit of the holders of each Class of Certificates (other than the
Class R-I Certificates) pursuant to Section 2.06, with respect to which a separate REMIC election is to be made.
Senior Accelerated Distribution Percentage: With respect to any Loan Group and any Distribution Date
occurring on or prior to the 60th Distribution Date, 100%. With respect to any Distribution Date thereafter and
such Loan Group as follows:
(i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution
Date, the related Senior Percentage for such Distribution Date plus 70% of the related Subordinate
Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th Distribution
Date, the related Senior Percentage for such Distribution Date plus 60% of the related Subordinate
Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th Distribution
Date, the related Senior Percentage for such Distribution Date plus 40% of the related Subordinate
Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution
Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate
Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above for
either Loan Group shall not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans in both Loan Groups
delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or
otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property)
averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal
Balance of the Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of
Mortgage Loans in both Loan Groups delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in
bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans in the both Loan Groups averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in both Loan Groups to date for
such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of
the Initial Certificate Principal Balances of the Subordinate Certificates; or
(b)(1) the outstanding principal balance of Mortgage Loans in both Loan Groups delinquent 60
days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise
liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over
the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage
Loans in both Loan Groups to date for such Distribution Date, if occurring during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%,
25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate
Certificates; and
(ii) that for any Distribution Date on which the related Senior Percentage is greater than the related
Senior Percentage as of the Closing Date, the related Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Senior
Certificates related to a Loan Group (other than the related Class A-P Certificates, if any) to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Group I Senior, Group II Senior, Class A-P or Class A-V
Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form
annexed to the Standard Terms as Exhibit A and Exhibit D.
Senior Interest Distribution Amount: With respect to any Distribution Date and Loan Group, the amount of
Accrued Certificate Interest required to be distributed from the related Available Distribution Amount to the
Holders of the related Senior Certificates for that Distribution Date.
Senior Percentage: The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal Distribution Amount: With respect to any Distribution Date and Loan Group the lesser of
(a) the balance of the related Available Distribution Amount remaining after the distribution of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding any
amount distributable pursuant to clause (E) of the definition of "Class A-P Principal Distribution Amount"), and
(b) the sum of the amounts required to be distributed to the Senior Certificateholders of the related Certificate
Group on such Distribution Date pursuant to Sections 4.02(a)(ii)(Z), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates: Any of the Class I-A-6 Certificates.
Sharia Mortgage Loan: A declining balance co-ownership transaction, structured so as to comply with
Islamic religious law.
Sharia Mortgage Loan Co-Ownership Agreement: The agreement that defines the relationship between the
consumer and co-owner and the parties' respective rights under a Sharia Mortgage Loan, including their respective
rights with respect to the indicia of ownership of the related Mortgaged Property.
Sharia Mortgage Loan Security Instrument: The mortgage, security instrument or other comparable
instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing an
Obligation to Pay.
Special Hazard Amount: As of any Distribution Date, an amount equal to $7,515,057 minus the sum of (i)
the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect
to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greater of (i) the
product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of
all the Mortgage Loans on the Distribution Date immediately preceding such anniversary and (ii) twice the
outstanding principal balance of the Mortgage Loan with the largest outstanding principal balance as of the
Distribution Date immediately preceding such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately
preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and
the denominator of which is equal to 18.9% (which percentage is equal to the percentage of Mortgage Loans by
aggregate principal balance initially secured by Mortgaged Properties located in the State of California) and
(ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the
largest Mortgage Loan secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related
Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the
manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.0% and
(ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located in a single,
five-digit zip code area in the State of California by the outstanding principal balance of all the Mortgage
Loans as of the immediately preceding Distribution Date.
Subordinate Certificate: Any one of the Class M Certificates or Class B-1, Class B-2 and Class B-3
Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate
Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or REO Properties) (other than the
Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date.
Subordinate Percentage: With respect to any Loan Group, as of any date of determination a percentage
equal to 100% minus the related Senior Percentage as of that date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each
Class of Subordinate Certificates, (a) the sum of the following: (i) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the aggregate of the
amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date for the
related Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Z)(A) to the extent not payable to the
related Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each
Class of Subordinate Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Z)(B)(b) for the related Loan Group (without giving effect to the related Senior Accelerated
Distribution Percentages) to the extent such collections are not otherwise distributed to the related Senior
Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of
all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the
preceding calendar month for the related Loan Group (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a related Discount Mortgage Loan) to the extent not payable
to the related Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest
Priority, any related Excess Subordinate Principal Amount for the related Loan Group for such Distribution Date
not paid to the related Senior Certificates; and (v) any amounts described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not
attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the
sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any related Excess
Subordinate Principal Amount for such Distribution Date; and (ii) the related Capitalization Reimbursement Amount
for such Loan Group and Distribution Date, other than the related Discount Fraction of any portion of that amount
related to each related Discount Mortgage Loan in the related Loan Group, multiplied by a fraction, the
numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates,
without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates (other than the Class A-P Certificates), without giving
effect to any reductions for the Capitalization Reimbursement Amount.
Super Senior Certificates: Any of the Class I-A-3 Certificates and Class I-A-4 Certificates.
Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated
REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on
the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such
Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular Interest, (ii)
as to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC II Regular Interest Z, an
amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance
of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular
Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the
definition of Uncertificated REMIC I Regular Interests. With respect to each Uncertificated REMIC I Regular
Interest Z and each Uncertificated REMIC II Regular Interest Z, the Pool Strip Rate for the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as
defined in the definition of Uncertificated REMIC I Regular Interests.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular Interests Z together with
the interests identified in the table below, each representing an undivided beneficial ownership interest in
REMIC I, and having the following characteristics:
1. The principal balance from time to time of each Uncertificated REMIC I Regular Interest
identified in the table below shall be the amount identified as the Initial Principal Balance
thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed
distributed with respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which equals the
aggregate principal balance of the Classes of Certificates identified as related to such
Uncertificated REMIC I Regular Interest in such table.
2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular Interest
identified in the table below shall be the per annum rate set forth in the Pass-Through Rate
column of such table.
3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular Interest identified in
the table below shall be, for any Distribution Date, the amount deemed distributed with
respect to such Uncertificated REMIC I Regular Interest on such Distribution Date pursuant to
the provisions of Section 10.04(a).
------------------------------- --------------------------------- --------------------------- ----------------------
Uncertificated REMIC I Related Classes of Certificates Pass-Through Rate Initial Principal
Regular Interest Balance
------------------------------- --------------------------------- --------------------------- ----------------------
------------------------------- --------------------------------- --------------------------- ----------------------
W Class I-A-2, Class I-A-7 and 6.50% $198,042,000.00
Class I-A-8
------------------------------- --------------------------------- --------------------------- ----------------------
------------------------------- --------------------------------- --------------------------- ----------------------
X Class A-P 0.00% $5,521,342.35
------------------------------- --------------------------------- --------------------------- ----------------------
------------------------------- --------------------------------- --------------------------- ----------------------
Y Class I-A-1, Class I-A-3, Class 6.50% $547,942,262.27
I-A-4, Class I-A-5, Class
I-A-6, Class II-A-1, Class
R-II, Class M-1, Class M-2,
Class M-3, Class B-1, Class
B-2, Class B-3
------------------------------- --------------------------------- --------------------------- ----------------------
Uncertificated REMIC I Regular Interests Z: Each of the 3,132 uncertificated partial undivided
beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 3,132, each relating to the
particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of
the related Mortgage Loan.
Uncertificated REMIC I Regular Interests Z Distribution Amount: With respect to any Distribution Date,
the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each Uncertificated
REMIC I Regular Interest, other than the Uncertificated REMIC I Regular Interests Z, the amount specified as the
Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto in the definition of
Uncertificated REMIC I Regular Interests. With respect to the Uncertificated REMIC I Regular Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests Z: Each of the 3,132 uncertificated partial undivided
beneficial ownership interests in REMIC II numbered sequentially from 1 through 3,132, each relating to the
identically numbered Uncertificated REMIC I Regular Interests Z, each having no principal balance and bearing
interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan
related to the identically numbered Uncertificated REMIC I Regular Interests Z, comprising such Uncertificated
REMIC II Regular Interests Z's pro rata share of the amount distributed pursuant to Section 10.04(a).
Uncertificated REMIC II Regular Interests Distribution Amount: With respect to any Distribution Date,
the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Undercollateralized Amount: With respect any Certificate Group and Distribution Date, the excess of (i)
the aggregate Certificate Principal Balance of such Certificate Group over (ii) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group, in each case calculated on such Distribution Date after
giving effect to distributions to be made thereon (other than amounts to be distributed pursuant to Section
4.02(i) on such Distribution Date).
Undercollateralized Certificate Group: With respect any Distribution Date, a Certificate Group for
which the related Undercollateralized Amount exceeds zero.
Underwriters: Deutsche Bank Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words
refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or
Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the plural.
References in the Pooling and Servicing Agreement to "interest" on and "principal" of the Mortgage Loans
shall mean, with respect to the Sharia Mortgage Loans, amounts in respect profit payments and acquisition
payments, respectively.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) In connection with such assignment, except as set forth in Section 2.01(c) and subject to
Section 2.01(d) below, the Company does hereby (1) with respect to each Mortgage Loan (other than a Cooperative
Loan or a Sharia Mortgage Loan) deliver to the Master Servicer (or an Affiliate of the Master Servicer) each of
the documents or instruments described in clause (I)(ii) below (and the Master Servicer shall hold (or cause such
Affiliate to hold) such documents or instruments in trust for the use and benefit of all present and future
Certificateholders), (2) with respect to each MOM Loan, deliver to and deposit with the Trustee, or the Custodian
on behalf of the Trustee, the documents or instruments described in clauses (I)(i) and (v) below, (3) with
respect to each Mortgage Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to and
deposit with the Trustee, or to the Custodian on behalf of the Trustee, the documents or instruments described in
clauses (I)(i), (iv) and (v) below, (4) with respect to each Mortgage Loan that is not a MOM Loan and is not
registered on the MERS(R)System, deliver to and deposit with the Trustee, or to the Custodian on behalf of the
Trustee, the documents or instruments described in clauses (I)(i), (iii), (iv) and (v) below, and (5) with
respect to each Cooperative Loan and Sharia Mortgage Loan, the documents and instruments described in clause (II)
and clause (III) below:
(I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan or a Sharia Mortgage
Loan):
(i) The original Mortgage Note, endorsed without recourse in blank or to the order of the
Trustee, and showing an unbroken chain of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated
thereon;
(iii) The original Assignment of the Mortgage to the Trustee with evidence of recording
indicated thereon or a copy of such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the
Mortgage Loan is registered on the MERS(R)System and noting the presence of a MIN) with evidence of
recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the
Mortgage with evidence of recording indicated thereon; and
(v) The original of each modification, assumption agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred
loan agreement;
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to
the Trustee or a copy of such Cooperative Lease and Assignment of Proprietary Lease and copies of any
such intervening assignments;
(iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated stock power (or other similar instrument)
executed in blank or copies thereof;
(iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan or a copy thereof;
(v) The Security Agreement or a copy thereof;
(vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing
an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee, or a copy thereof;
(ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to
such Cooperative Loan or a copy of each modification, assumption agreement or preferred loan agreement;
and
(x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured
party and the Trustee as assignee and a duly completed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest
of such debtors in the Cooperative Loans or copies thereof; and
(III) with respect to each Sharia Mortgage Loan so assigned:
(i) The original Obligation to Pay, endorsed without recourse in blank or to the order of
the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed Obligation to Pay, an original affidavit
from the related Seller or Residential Funding stating that the original Obligation to Pay was lost,
misplaced or destroyed, together with a copy of the related Obligation to Pay;
(ii) The original Sharia Mortgage Loan Security Instrument, with evidence of recording
indicated thereon or a copy of the Sharia Mortgage Loan Security Instrument with evidence of recording
indicated thereon;
(iii) An original Assignment and Amendment of Security Instrument, assigned to the Trustee
with evidence of recording indicated thereon or a copy of such Assignment and Amendment of Security
Instrument with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Sharia Mortgage Loan Security
Instrument showing an unbroken chain of title from the originator thereof to the Person assigning it to
the Trustee with evidence of recordation noted thereon or attached thereto, or a copy of such assignment
or assignments of the Sharia Mortgage Loan Security Instrument with evidence of recording indicated
thereon;
(v) The original Sharia Mortgage Loan Co-Ownership Agreement with respect to the related
Sharia Mortgage Loan or a copy of such Sharia Mortgage Loan Co-Ownership Agreement; and
(vi) The original of each modification or assumption agreement, if any, relating to such
Sharia Mortgage Loan or a copy of each modification or assumption agreement.
(c) The Company may, in lieu of delivering the original of the documents set forth in Sections
2.01(b)(I)(iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii),
(iii), (iv), (v) and (vi) (or copies thereof) to the Trustee or to the Custodian on behalf of the Trustee,
deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the
use and benefit of all present and future Certificateholders until such time as is set forth in the next
sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Sections 2.01(b)(I)(iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the
Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or to the Custodian on behalf of the Trustee.
The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund
that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27,
2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1,
2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled Act No.
1229, effective as of January 1, 2005.
(d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the
Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement
as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information
necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee
or to the Custodian on behalf of the Trustee a copy of such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company (i) shall promptly cause to be recorded in the appropriate public office for real property
records the Assignment referred to in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the
opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect
the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to
or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller
and its successors and assigns, (ii) shall promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clauses (II)(vii) and (x), respectively, of Section 2.01(b) and (iii) shall
promptly cause to be recorded in the appropriate public recording office for real property records the Assignment
Agreement and Amendment of Security Instrument referred to in clause (III)(iii) of Section 2.01(b). If any
Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a
substitute Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment or Assignment Agreement and
Amendment of Security Instrument to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the applicable person described in Section 2.01(b) any Assignment, substitute
Assignment, or Assignment Agreement and Amendment of Security Instrument or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof) recorded in connection with this paragraph with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or to the Custodian on behalf of the Trustee any Mortgage Note,
Obligation to Pay, Assignment Agreement and Amendment of Security Instrument or Assignment of Mortgage in blank,
the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note, Obligation to
Pay, Assignment Agreement and Amendment of Security Instrument and Assignment of Mortgage in the name of the
Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02.
In connection with the assignment of any Mortgage Loan registered on the MERS(R)System, the Company
further agrees that it will cause, at the Company's own expense, within 30 Business Days after the Closing Date,
the MERS(R)System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code
in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies
the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(e) (See Section 2.01(e) of the Standard Terms).
(f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as
provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in
Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated
REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the
Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is
intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided
for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts,
chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever kind or description now existing
or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Sharia Mortgage
Loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement,
Obligation to Pay and Assignment Agreement and Amendment of Security Instrument, (iii) with respect to each
Mortgage Loan other than a Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage Note and Mortgage,
and (iv) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable
pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular
Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any
and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and
(D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the
Trustee, any Custodian on behalf of the Trustee or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit
accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper
shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without
limitation, Sections 8-106, 9-313, 9-314 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or
agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this
Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular
Interests and the other property described above, such security interest would be determined to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of
this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause
to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Trustee's security interest in or lien on the Mortgage Loans and any Uncertificated REMIC Regular Interests, as
evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements,
and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Company
or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of type or jurisdiction of organization of Residential Funding or the
Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any
transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of each Initial Monthly Payment
Fund. The Master Servicer shall hold each Initial Monthly Payment Fund in the Custodial Account and shall
include the related Initial Monthly Payment Fund in the Available Distribution Amount for the each Loan Group for
the initial Distribution Date. Notwithstanding anything herein to the contrary, neither Initial Monthly Payment
Fund shall be an asset of any REMIC. To the extent that either Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any
REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to such Initial Monthly
Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
(h) (See Section 2.01(h) of the Standard Terms).
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective
Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above
(except that for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank) and declares
that it, or the Custodian as its agent, holds and will hold such documents and the other documents constituting a
part of the Custodial Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding
with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to
Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or
Custodian (the Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Custodial File delivered to it pursuant to Section 2.01(b) within 45 days
after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)),
have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the
"Interim Certification") to the effect that all documents required to be delivered pursuant to Section 2.01(b)
above have been executed and received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification.
Upon delivery of the Custodial Files by the Company or the Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a
Custodial File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the
Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the
Company and the Trustee of any such omission or defect found by it in respect of any Custodial File held by it in
respect of the items reviewed by it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master Servicer shall promptly notify
Residential Funding of such omission or defect and request Residential Funding to correct or cure such omission
or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if
Residential Funding does not correct or cure such omission or defect within such period, require Residential
Funding to purchase such Mortgage Loan from the Trust Fund at its Purchase Price, within 90 days from the date
the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for
any such Mortgage Loan shall be deposited by the Master Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Master Servicer, the Trustee or the Custodian, as the case may be, shall release the
contents of any related Mortgage File in its possession to the owner of such Mortgage Loan (or such owner's
designee), and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in Residential Funding or its
designee any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the
Trust Fund. It is understood and agreed that the obligation of Residential Funding to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on
behalf of the Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the
Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the
laws governing its creation and existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or
Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would
constitute a material default) under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or
at law;
(iv) The Master Servicer is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary
to make the information, certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is
or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will
comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Custodial Files to the Trustee or the Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or the Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (the Custodian being so obligated under a Custodial Agreement). Within 90 days of
its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in
all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in
Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and
warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as
of the Closing Date (or, if otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off
Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, is true and correct in all material respects at the date or dates respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing (subject to interest only periods, if applicable), fixed-rate
mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the
first day of each month and terms to maturity at origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary
Insurance Policy that insures (a) at least 35% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 30% of the Stated
Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d)
at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of
the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee
is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 0.6% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area in California, and no more than 0.4% of
the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California; no more than 4.0% of the Group II Loans
by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located
in any one zip code area in New York, and no more than 2.7% of the Group II Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code
area outside New York;
(vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as
required by the Program Guide, including flood insurance if required under the National Flood Insurance
Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from
the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance
or security interest;
(ix) No more than 49.1% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date
were underwritten under a reduced loan documentation program, no more than 11.08% of the Group I Loans
by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income
program, and no more than 13.26% of the Group I Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no income/no asset program; no more than 58.31% of the Group II
Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program, no more than 12.92% of the Group II Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a no-stated income program, and no more than
5.37% of the Group II Loans were underwritten under a no income/no asset program;
(x) Except with respect to no more than 19.28% of the Group I Loans by aggregate Stated Principal Balance as
of the Cut-off Date, and no more than 13.85% of the Group II Loans by aggregate Stated Principal Balance
as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied;
(xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of
Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect, unless the Mortgaged Properties are located in the State
of Iowa and an attorney's certificate has been provided as described in the Program Guide;
(xiv) No more than 0.06% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date,
and none of the Group II Loans, are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing
thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property
as of the date the Mortgage Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the
Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day
months;
(xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note;
(xviii) None of the Mortgage Loans have been made to International Borrowers, and no such Mortgagor is a member
of a foreign diplomatic mission with diplomatic rank;
(xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any
foreign (non-United States) sovereign government; and
(xx) None of the Mortgage Loans is an Additional Collateral Loan and none of the Mortgage Loans is a Pledged
Asset Loan.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Custodial Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or the Custodian of a breach of
any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties (the Custodian being so obligated under the Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the
party discovering such breach shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed
that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as
to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on behalf of the Certificateholders.
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard Terms)
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in
REMIC I Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Custodial
Files to it, or the Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund and/or the applicable REMIC, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written
request of the Company executed by an officer of the Company, has executed and caused to be authenticated and
delivered to or upon the order of the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I.
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does
hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated
REMIC I Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than
the Class R-I Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests
and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and
future Holders of each Class of Certificates (other than the Class R-I Certificates). The rights of the Holders
of each Class of Certificates (other than the Class R-I Certificates) to receive distributions from the proceeds
of REMIC II in respect of such Classes, and all ownership interests of the Holders of such Classes in such
distributions, shall be as set forth in this Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and,
concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an
officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the
order of the Company, all Classes of Certificates (other than the Class R-I Certificates) in authorized
denominations, which evidence the ownership in the entire REMIC II.
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms).
Section 2.09. Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby agree, notwithstanding any other
express or implied agreement to the contrary, that any and all Persons, and any of their respective employees,
representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax
treatment and tax structure. For purposes of this paragraph, the terms "tax treatment" and "tax structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms)
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement
of Subservicers' and Sellers' Obligations. (See Section 3.02 of the Standard Terms)
Section 3.03 Successor Subservicers. (See Section 3.03 of the Standard Terms)
Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the Standard Terms)
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee. (See Section
3.06 of the Standard Terms)
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.
(See Section 3.07 of the Standard Terms)
Section 3.08 Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the Standard
Terms)
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans.
(See Section 3.09 of the Standard Terms)
Section 3.10 Permitted Withdrawals from the Custodial Account. (See Section 3.10 of the
Standard Terms)
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder. (See
Section 3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (See
Section 3.12 of the Standard Terms)
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments. (See Section 3.13 of the Standard Terms)
Section 3.14 Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the Standard
Terms)
Section 3.15 Trustee to Cooperate; Release of Custodial Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if it holds the related Custodial File) or the Custodian by
a certification of a Servicing Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are required to be deposited in the
Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms
attached as Exhibit F to the Standard Terms, or, in the case of the Custodian, an electronic request in a form
acceptable to the Custodian, requesting delivery to it of the Custodial File. Within two Business Days of
receipt of such certification and request, the Trustee shall release, or cause the Custodian to release, the
related Custodial File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such
instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon and to cause the removal from the registration on the MERS(R)System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master
Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit F to the Standard Terms, or, in the case of the Custodian,
an electronic request in a form acceptable to the Custodian, requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and certifying as to the reason for
such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Custodial File or any document therein to the Master Servicer. The Master Servicer
shall cause each Custodial File or any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Custodial Account or (ii) the Custodial File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such
Custodial File or such document was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the
Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master
Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by
the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or
invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest. (See Section 3.16 of
the Standard Terms)
Section 3.17 Reports to the Trustee and the Company. (See Section 3.17 of the Standard
Terms)
Section 3.18 Annual Statement as to Compliance and Servicing Assessment. (See Section 3.18
of the Standard Terms)
Section 3.19 Annual Independent Public Accountants' Servicing Report. (See Section 3.19 of
the Standard Terms)
Section 3.20 Rights of the Company in Respect of the Master Servicer. (See Section 3.20 of
the Standard Terms)
Section 3.21 Administration of Buydown Funds. (See Section 3.21 of the Standard Terms)
Section 3.22 Advance Facility. (See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms).
Section 4.02 Distributions.
(a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by
the Trustee) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the
case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the
Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than
any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of
the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i)
below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject
to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the related Available
Distribution Amount remaining:
(i) (X) from the Available Distribution Amount related to Loan Group I, to the holders of the
Group I Senior Certificates (other than, on or prior to the Accretion Termination Date, the Accrual
Certificates to the extent of the Accrual Distribution Amount), Accrued Certificate Interest on such
Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this
Section 4.02(a);
(Y) from the Available Distribution Amount related to Loan Group II , to the
holders of the Group II Senior Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); and
(Z) from the Available Distribution Amount derived from the related Loan Group, on
a parity with the distributions in Sections 4.02(a)(i)(X) and 4.02(a)(i)(Y), as applicable, to the Class
A-V Certificates (or Subclasses, if any) in proportion to the respective amounts of Accrued Certificate
Interest thereon derived from each Loan Group, Accrued Certificate Interest on the Class A-V
Certificates (or Subclasses, if any) with respect to such Distribution Date and derived from the related
Loan Group, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date with respect to such Loan Group except as provided in the last paragraph of this
Section 4.02(a);
(ii) (X) to the Class A-P Certificates, from the Available Distribution Amount for the
respective Loan Groups, the sum of Class A-P Principal Distribution Amounts for both Loan Groups
(applied to reduce the Certificate Principal Balance of the Class A-P Certificates);
(Y) to the Class I-A-1 Certificates, the Accrual Distribution Amount; and
(Z) to the Senior Certificates (other than the Class I-A-7, Class A-P and Class
A-V Certificates) of each Certificate Group, from the Available Distribution Amount for the related Loan
Group in the priorities and amounts set forth in Section 4.02(b), the sum of the following (applied to
reduce the Certificate Principal Balances of such Senior Certificates, as applicable):
(A) the related Senior Percentage for such Distribution Date and Loan Group, as
applicable, times the sum of the following:
(1) the principal portion of each Monthly Payment due during the related
Due Period on each Outstanding Mortgage Loan in the related Loan Group (other than the
related Discount Fraction of the principal portion of such payment with respect to a
Discount Mortgage Loan, if any), whether or not received on or prior to the related
Determination Date, minus the principal portion of any Debt Service Reduction (other
than the related Discount Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan in the related Loan
Group repurchased during the preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan in such Loan Group
pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the
related Discount Fraction of such Stated Principal Balance or shortfall with respect
to each Discount Mortgage Loan, if any); and
(3) the principal portion of all other unscheduled collections (other
than Principal Prepayments in Full and Curtailments and amounts received in connection
with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Z)(B) of this Series Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) with respect to the related Loan
Group, including Subsequent Recoveries, received during the preceding calendar month
(or deemed to have been so received in accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard Terms (other than the related Discount
Fraction of the principal portion of such unscheduled collections, with respect to
each Discount Mortgage Loan, if any, in the related Loan Group);
(B) with respect to each Mortgage Loan in the related Loan Group for which a Cash
Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to
have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and
did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the lesser of (a) the related Senior
Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such Stated Principal Balance, with respect to
each Discount Mortgage Loan) and (b) the related Senior Accelerated Distribution Percentage for
such Distribution Date times the related unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master
Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of
the Standard Terms (in each case other than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan, included in clause (C) of the definition of Class A-P
Principal Distribution Amount);
(C) the related Senior Accelerated Distribution Percentage for such Distribution
Date times the aggregate of all Principal Prepayments in Full with respect to the related Loan
Group received in the related Prepayment Period and Curtailments with respect to the related
Loan Group received in the preceding calendar month (other than the related Discount Fraction
of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage
Loan in the related Loan Group);
(D) any portion of the Excess Subordinate Principal Amount for such Distribution
Date allocated with respect to such Loan Group;
(E) amounts allocated to the related Certificate Group, as applicable, pursuant to
Section 4.02(j); and
(F) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this
Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after
application of amounts previously distributed pursuant to this clause (F) to the extent that
such amounts are not attributable to Realized Losses which have been allocated to the
Subordinate Certificates; minus
(G) the related Capitalization Reimbursement Amount for such Distribution Date,
other than the related Discount Fraction of any portion of that amount related to each Discount
Mortgage Loan, if any, in the related Loan Group, multiplied by a fraction, the numerator of
which is the Senior Principal Distribution Amount, without giving effect to this clause (G),
and the denominator of which is the sum of the principal distribution amounts for all Classes
of related Certificates other than the Class A-P Certificates, payable from the Available
Distribution Amount for the related Loan Group without giving effect to any reductions for the
Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a Loan Group have not
been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made
with respect to any related Mortgage Loan or REO Property which remain unreimbursed in whole or in part
following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such
Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a) (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class
B-3 Certificates;
(xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding
Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts for the
related Loan Group remaining after the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to
each Class of related Subordinate Certificates then outstanding beginning with such Class with the
Highest Priority, any portion of the related Available Distribution Amounts remaining after the related
Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such
Class of related Subordinate Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Subordinate Certificates; and
(xvii) to the Class R-II Certificates, the balance, if any, of the Available Distribution Amounts for all Loan
Groups.
Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate
Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate
Certificates are no longer outstanding, the related Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a
shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from
an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate
Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable
Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash
Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not
yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each Distribution Date will be made as follows:
(i) the Class A-P Principal Distribution Amount for each Loan Group shall be distributed to the Class A-P
Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
(ii) an amount equal to the Accrual Distribution Amount shall be distributed to the Class I-A-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
(iii) an amount equal to the Senior Principal Distribution Amount for Loan Group I shall be distributed as
follows:
(A) first, to the Class R-I Certificates, until the Certificate Principal Balance thereof has been
reduced to zero
(B) second, the balance of the Senior Principal Distribution Amount remaining after the distributions,
if any, described in clause (b)(iii)(A) above shall be distributed in the following manner and
priority:
(a) first, to the Class I-A-4 Certificates and Class I-A-6 Certificates, on a pro rata basis in accordance
with their respective Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero, in an amount equal to the Lockout Percentage of
the Class I-A-4 Certificates and Class I-A-6 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group I (other than the Discount Fractions of the
Discount Mortgage Loans in Loan Group I)) of the aggregate of the collections described in
clauses (A), (B), (C), (D) and (E) (net of amounts set forth in clause (F)) of Section
4.02(a)(ii)(Z) with respect to Loan Group I, without application of the Senior Percentage
or the Senior Accelerated Distribution Percentage with respect to Loan Group I; provided,
however, that if the aggregate of the amounts set forth in clauses (A), (B), (C), (D) and
(E) (net of amounts set forth in clause (F)) of Section 4.02(a)(ii)(Z) with respect to Loan
Group I is more than the balance of the Available Distribution Amount remaining after the
Senior Interest Distribution Amount and the Class A-P Principal Distribution Amount with
respect to Loan Group I have been distributed, the amount paid to the Class I-A-4
Certificates and Class I-A-6 Certificates pursuant to this Section 4.02(b)(iii)(B)(a) shall
be reduced by an amount equal to the Class I-A-4 Certificates and Class I-A-6 Certificates'
pro rata share (based on the aggregate Certificate Principal Balance of the Class I-A-4
Certificates and Class I-A-6 Certificates relative to the aggregate Certificate Principal
Balance of the Group I Senior Certificates) of such difference;
(b) second, an amount up to $1,000 for each Distribution Date, after giving effect to the application of the
Accrual Distribution Amount, sequentially to the Class I-A-1 Certificates and Class I-A-5
Certificates, in that order, in each case until the Certificate Principal Balance thereof
has been reduced to zero;
(c) third, on each Distribution Date on or after the Distribution Date in September 2007, an amount up to
$2,475,000 sequentially to the Class I-A-2 Certificates and Class I-A-8 Certificates, in
that order, in each case until the Certificate Principal Balance thereof has been reduced
to zero;
(d) fourth, an amount up to $3,880,000 for each Distribution Date, after giving effect to the application of
amounts described in Section 4.02(b)(iii)(B)(b) above (but without regard to the amount of
the Accrual Distribution Amount), to the Class I-A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(e) fifth, to the Class I-A-5 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(f) sixth, to the Class I-A-1 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(g) seventh, to the Class I-A-2 Certificates and Class I-A-8 Certificates, sequentially in that order, in
each case until the Certificate Principal Balance thereof has been reduced to zero;
(h) eighth, to the Class I-A-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(i) ninth, to the Class I-A-4 Certificates and Class I-A-6 Certificates, on a pro rata basis in accordance
with their respective Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero; and
(iv) an amount equal to the Senior Principal Distribution Amount for Loan Group II shall be distributed as
follows:
(A) first, to the Class R-II Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(B) second, to the Class II-A-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero.
(c) Notwithstanding Section 4.02(b), on or after the Credit Support Depletion Date, an amount equal to the
Class A-P Distribution Amount for each Loan Group will be distributed to the Class A-P Certificates and then the
Senior Principal Distribution Amount for the related Loan Group will be distributed to the remaining Senior
Certificates in the related Certificate Group pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(d) After the reduction of the Certificate Principal Balances of all Classes of Senior Certificates of a
Certificate Group to zero but prior to the Credit Support Depletion Date, such Senior Certificates will be
entitled to no further distributions of principal thereon and the applicable Available Distribution Amount will
be distributed solely to the holders of the Class A-P Certificates, the Class A-V Certificates and the
Subordinate Certificates, in each case as described herein.
(e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master
Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking
into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates
with a Certificate Principal Balance greater than zero with the highest payment priority to which Realized
Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary
Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that
Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be
applied to increase from zero the Certificate Principal Balance of the Class of Certificates with the next lower
payment priority, up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant
to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase from zero the
Certificate Principal Balance of the Class of Certificates with the next lower payment priority up to the amount
of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on.
Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on
the amount of such increases for any Interest Accrual Period preceding the Interest Accrual Period that relates
to the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.
(f) [Reserved].
(g) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor.
(h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates will be made on a future Distribution Date, the Master
Servicer shall, no later than 40 days prior to such final Distribution Date, notify the Trustee and the Trustee
shall, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of
such final distribution, distribute, or cause to be distributed, to each Holder of such Class of Certificates a
notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates
at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders
required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for
final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn
from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders
as provided in Section 9.01(d).
(i) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date that occurs after
the reduction of the aggregate Certificate Principal Balance of the Group I Senior Certificates or Group II
Senior Certificates to zero, the outstanding Certificates relating to the other of Group I Senior Certificates or
Group II Senior Certificates, as applicable, will be entitled to receive 100% of the mortgagor prepayments on the
Mortgage Loans in the Loan Group related to the Certificate Group that has been reduced to zero. Such amounts
allocated to a Certificate Group shall be treated as part of the related Available Distribution Amount and
distributed as part of the related Senior Principal Distribution Amount in accordance with the priorities set
forth in Section 4.02(b) above, in reduction of such Certificate Principal Balances. Notwithstanding the
foregoing, the remaining Certificates in a Certificate Group will not be entitled to receive mortgagor
prepayments on the Mortgage Loans in the Loan Group related to the Certificate Group that has been reduced to
zero if the following two conditions are satisfied: (1) the weighted average of the Subordinate Percentages for
both Loan Group I and Loan Group II for such Distribution Date, weighted on the basis of the Stated Principal
Balances of the Mortgage Loans in the related Loan Group, is at least two times the weighted average of the
initial Subordinate Percentages for both such Loan Groups, calculated on that basis and (2) the outstanding
principal balance of the Mortgage Loans in both Loan Groups delinquent 60 days or more averaged over the last six
months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class M Certificates
and Class B Certificates, is less than 50%.
(j) For any Undercollateralized Certificate Group relating to Loan Group I or Loan Group II on any
Distribution Date prior to the Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to
the Class M Certificates and Class B Certificates on the Mortgage Loans in the non-related Loan Group will be
distributed to such Undercollateralized Certificate Group in accordance with the priorities set forth in Section
4.02(b) above, for the related Senior Principal Distribution Amount, in reduction of the aggregate Certificate
Principal Balance of such Undercollateralized Certificate Group, until such aggregate Certificate Principal
Balance equals the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group and (ii) an
amount equal to one month's interest at the related Discount Net Mortgage Rate on the related Undercollateralized
Amount will be distributed from that portion of the Available Distribution Amount for a non-related Loan Group
that would be otherwise allocable to the Class M Certificates and Class B Certificates, in the following
priority: first to pay any unpaid interest on such Undercollateralized Certificate Group, pro rata, and then to
pay principal thereon in the manner described in clause (i) above.
(k) On each Distribution Date preceding the Accretion Termination Date, the Accrued Certificate Interest
that would otherwise be distributed to the Class I-A-5 Certificates will be added to the Certificate Principal
Balance of the Class I-A-5 Certificates and will be distributed to the holders of the Class I-A-1 Certificates as
distributions of principal pursuant to Section 4.02(b)(ii) in reduction of the Certificate Principal Balance of
the Class I-A-1 Certificates. Any distributions of the Accrual Distribution Amount to the Class I-A-1
Certificates will reduce the Certificate Principal Balance of the Class I-A-1 Certificates by such amount. The
amount that is added to the Certificate Principal Balance of the Class I-A-5 Certificates will accrue interest at
a rate of 6.50% per annum. On each Distribution Date on or after the Accretion Termination Date, the entire
Accrued Certificate Interest on the Class I-A-5 Certificates for such date will be payable to the holders of the
Class I-A-5 Certificates, as interest to the extent not required to be paid to the Class I-A-1 Certificates in
order to fully reduce the Certificate Principal Balance of the Class I-A-1 Certificates to zero on the Accretion
Termination Date; provided, however, that if the Accretion Termination Date is the Credit Support Depletion Date,
the entire Accrual Distribution Amount for that date will be payable as interest to the holders of the Class
I-A-5 Certificates.
Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting.
(See Section 4.03 of the Standard Terms)
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See
Section 4.04 of the Standard Terms)
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if
any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification
that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses or Extraordinary Losses, on Mortgage Loans shall be allocated to the
Certificates: first, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; second, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the Class A-P
Certificates in an amount equal to the related Discount Fraction of the principal portion of the Realized Loss
until the Certificate Principal Balance of the Class A-P Certificates has been reduced to zero, and the remainder
of such Realized Losses on the Discount Mortgage Loans in the related Loan Group and the entire amount of such
Realized Losses on Non-Discount Mortgage Loans in the related Loan Group will be allocated among the Group I
Senior Certificates (in the case of a Group I Loan), the Group II Senior Certificates (in the case of a Group II
Loan) and the Class A-V Certificates (in the case of the interest portion of a Realized Loss on a Mortgage Loan
in any Loan Group) on a pro rata basis, as described below; provided, however, that up to $1,012,000 of such
Realized Losses otherwise allocable to the Class I-A-3 Certificates and up to $2,544,000 of such Realized Losses
otherwise allocable to the Class I-A-4 Certificates will be allocated to the Senior Support Certificates, until
the Certificate Principal Balance of the Senior Support Certificates has been reduced to zero.
The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses on Discount Mortgage Loans will be allocated to the Class A-P Certificates in an amount
equal to the related Discount Fraction thereof and the Class I-A Percentage, or Class II-A Percentage, as
applicable, of the remainder of the principal portion of such losses on Discount Mortgage Loans and the Class I-A
Percentage or Class II-A Percentage, as applicable, of the entire amount of the principal portion of such losses
on Non-Discount Mortgage Loans will be allocated to (i) in the case of a Realized Loss on a Group I Loan, the
Class I-A Certificates and Class R-I Certificates, on a pro rata basis, and (ii) in the case of a Realized Loss
on a Group II Loan, the Class II-A Certificates and Class R-II Certificates, on a pro rata basis. The remainder
of the principal portion of such losses on Discount Mortgage Loans and Non-Discount Mortgage Loans will be
allocated to the Class M Certificates and Class B Certificates on a pro rata basis. The interest portion of any
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses will be
allocated to all the Certificates on a pro rata basis in accordance with the respective amounts of Accrued
Certificate Interest payable from the related Loan Group.
As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified
Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each
such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized
Loss or based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of such
Distribution Date (without regard to any Compensating Interest allocated to the Available Distribution Amount of
such Loan Group for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as
provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt
Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date;
provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates in
the Certificate Group related to Loan Group I or Loan Group II, as applicable, below the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group; provided further, that the Certificate
Principal Balance of the Accrual Certificates for purposes of this Section 4.05 shall be the lesser of (a) the
Certificate Principal Balance of the Accrual Certificates as of the Closing Date, and (b) the Certificate
Principal Balance of the Accrual Certificates prior to giving effect to distributions to be made on such
Distribution Date. Any allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation
of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a
Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by
operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in
connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of
Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby;
provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses
in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that
would have resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the
Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and Master Servicer. (See Section 6.01 of the Standard
Terms.)
Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of Rights and Delegation
of Duties by the Master Servicer.
(a) (See Section 6.02(a) of the Standard Terms).
(b) Any Person into which the Company or the Master Servicer may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Company or the
Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything in this
Section 6.02(b) to the contrary notwithstanding; provided, however, that the successor or surviving Person to the
Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac; and provided
further that each Rating Agency's ratings, if any, of the Senior, Class M or Class B Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof
(as evidenced by a letter to such effect from each Rating Agency).
(c) (See Section 6.02(c) of the Standard Terms).
(d) Notwithstanding anything else in this Section 6.02 to the contrary, the conversion of Residential
Funding Corporation's or Residential Accredit Loans, Inc.'s organizational structure from a Delaware corporation
to a limited liability company shall not require the consent of any party or notice to any party and shall not in
any way affect the rights or obligations of Residential Funding Corporation or Residential Accredit Loans, Inc.
hereunder.
Section 6.03 Limitation on Liability of the Company, Master Servicer and Others. (See Section 6.03 of the
Standard Terms.)
Section 6.04 Company and Master Servicer Not to Resign. (See Section 6.04 of the Standard Terms.)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee. (See Section 8.01 of the Standard Terms)
Section 8.02 Certain Matters Affecting the Trustee. (See Section 8.02 of the Standard
Terms)
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. (See Section 8.03 of
the Standard Terms)
Section 8.04 Trustee May Own Certificates. (See Section 8.04 of the Standard Terms)
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. (See
Section 8.05 of the Standard Terms)
Section 8.06 Eligibility Requirements for Trustee. (See Section 8.06 of the Standard Terms)
Section 8.07 Resignation and Removal of Trustee. (See Section 8.07 of the Standard Terms)
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Custodial Files and related documents and statements held by
it hereunder (other than any Custodial Files at the time held by the Custodian, which shall become the agent of
any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute
and deliver such instruments and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers, duties and obligations.
(b) (See Section 8.08(b) of the Standard Terms).
(c) (See Section 8.08(c) of the Standard Terms).
Section 8.09 Merger or Consolidation of Trustee. (See Section 8.09 of the Standard Terms)
Section 8.10 Appointment of Co-Trustee or Separate Trustee. (See Section 8.10 of
the Standard Terms)
Section 8.11 Appointment of Custodian.
The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of
the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into
a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related
custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial
Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee
shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of
the Closing Date) pursuant to this Section 8.11.
Section 8.12 Appointment of Office or Agency. (See Section 8.12 of the Standard Terms).
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master
Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the
Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of
each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been
acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not
including, the first day of the month in which such repurchase price is distributed, provided, however,
that in no event shall the trust created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. James's, living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid
disqualification of any portion of any REMIC formed under the Series Supplement as a REMIC. The
purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding
pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability,
penalty or expense that resulted from a breach of the Compliance With Laws Representation, that remain
unpaid on the date of such purchase.
The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii)
above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving
effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been
reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15
and the Trustee and the Custodian shall, promptly following payment of the purchase price, release to the Master
Servicer the Custodial Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which the Pool Stated Principal Balance, prior
to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal
Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this
right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective
obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date
on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether
as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or
otherwise) or on which the Master Servicer anticipates that the Certificates will be purchased (as a result of
the exercise by the Master Servicer to purchase the outstanding Certificates). Notice of any termination
specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the Trustee (if so required by the
terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding
Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the
Trustee for payment, shall be given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Fund or to purchase the outstanding Certificates), or by the Trustee (in any other case)
by letter. Such notice shall be prepared by the Master Servicer (if it is exercising its right to purchase the
assets of the Trust Fund or to purchase the outstanding Certificates), or by the Trustee (in any other case) and
mailed by the Trustee to the Certificateholders not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein
designated where required pursuant to this Agreement or, in the case of the purchase by the Master
Servicer of the outstanding Certificates, the Distribution Date on which such purchase is to be made,
(ii) the amount of any such final payment, or in the case of the purchase of the outstanding Certificates,
the purchase price, in either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and in the case
of the Senior Certificates, or in the case of all of the Certificates in connection with the exercise by
the Master Servicer of its right to purchase the Certificates, that payment will be made only upon
presentation and surrender of the Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice
to the Certificate Registrar at the time such notice is given to Certificateholders and, if the Master Servicer
is exercising its rights to purchase the outstanding Certificates, it shall give such notice to each Rating
Agency at the time such notice is given to Certificateholders. As a result of the exercise by the Master Servicer
of its right to purchase the assets of the Trust Fund, the Master Servicer shall deposit in the Certificate
Account, before the Final Distribution Date in immediately available funds an amount equal to the purchase price
for the assets of the Trust Fund, computed as provided above. As a result of the exercise by the Master Servicer
of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in an Eligible Account,
established by the Master Servicer on behalf of the Trustee and separate from the Certificate Account in the name
of the Trustee in trust for the registered holders of the Certificates, before the Distribution Date on which
such purchase is to occur in immediately available funds an amount equal to the purchase price for the
Certificates, computed as above provided, and provide notice of such deposit to the Trustee. The Trustee will
withdraw from such account the amount specified in subsection (c) below.
(c) In the case of the Senior Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the Class M and Class B Certificates, upon presentation and
surrender of the Certificates by the Certificateholders thereof in connection with the exercise by the Master
Servicer of its right to purchase the Certificates, and otherwise in accordance with Section 4.01(a), the Trustee
shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if
not in connection with the Master Servicer's election to repurchase the assets of the Trust Fund or the
outstanding Certificates, or (ii) if the Master Servicer elected to so repurchase the assets of the Trust Fund or
the outstanding Certificates, an amount determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest for the related Interest
Accrual Period thereon and any previously unpaid Accrued Certificate Interest, subject to the priority set forth
in Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause (ii) of subsection (a) of this Section) over the
total amount distributed under the immediately preceding clause (A). Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Subordinate Certificates to zero, such Class will be outstanding
hereunder until the termination of the respective obligations and responsibilities of the Company, the Master
Servicer and the Trustee hereunder in accordance with Article IX.
(d) If any Certificateholders shall not surrender their Certificates for final payment and cancellation on
or before the Final Distribution Date (if so required by the terms hereof), the Trustee shall on such date cause
all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing such funds in a separate non-interest
bearing escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain
in the escrow account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the
holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No
interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the
Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
(e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on
which a purchase of the outstanding Certificates is to be made, the Trustee shall on such date cause all funds in
the Certificate Account deposited therein by the Master Servicer pursuant to Section 9.01(b) to be withdrawn
therefrom and deposited in a separate non-interest bearing escrow account for the benefit of such
Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If within six months after the second
notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps
as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within nine months after the second
notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01,
the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result
of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section
9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this
Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will
have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to
have been purchased on such Distribution Date shall remain outstanding hereunder until the Master Servicer has
terminated the respective obligations and responsibilities created hereby in respect of the Certificates pursuant
to this Article IX. The Master Servicer shall be for all purposes the Holder thereof as of such date.
Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms)
Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms)
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the
Standard Terms)
Section 10.03 Designation of REMICs.
The REMIC Administrator shall make an election to treat the entire segregated pool of assets described
in the definition of REMIC I, and subject to this Agreement (including the Mortgage Loans) as a REMIC ("REMIC I")
and shall make an election to treat the pool of assets comprised of the Uncertificated REMIC I Regular Interests
as a REMIC ("REMIC II") for federal income tax purposes.
The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I
Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as
defined herein) under the federal income tax law.
The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class
I-A-8, Class II-A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates
and the Uncertificated REMIC II Regular Interests Z, the rights in and to which will be represented by the Class
A-V Certificates, will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class
of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax
law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of
the Standard Terms, any such Subclass will represent the Uncertificated REMIC II Regular Interest or Interests Z
specified by the initial Holder of the Class A-V Certificates pursuant to said Section.
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests Z.
(a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the
Uncertificated REMIC I Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in the
following order of priority to the extent of the Available Distribution Amount reduced by distributions made to
the Class R-I Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests for
such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any
previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the
sum of the amounts in respect of principal distributable on each Class of Certificates (other than the
Class R-I Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 10.04(a)(ii) shall be deemed distributed to (i) Uncertificated
REMIC I Regular Interest W, (ii) Uncertificated REMIC I Regular Interest X, and (iii) Uncertificated REMIC I
Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the
priority assigned to each Related Class of Certificates (other than the Class R-I Certificates), respectively,
under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts described in
Section 10.04(a)(ii) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned
to the Uncertificated REMIC I Regular Interests relative to that assigned to the Certificates under Section
4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts
and Uncertificated REMIC II Regular Interest Distribution Amounts:
(i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be
deemed allocated to the Uncertificated REMIC II Regular Interests Z pro rata according to the respective
amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC II
Regular Interests Z for the Distribution Date for which such allocation is being made in the absence of
such allocation;
(ii) Realized Losses allocated to the Class I-A-2, Class I-A-7 and Class I-A-8 Certificates
under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest W;
(iii) Realized Losses allocated to the Class A-P Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest X;
(iv) Realized Losses allocated to the Class I-A-1, Class I-A-3, Class I-A-4, Class I-A-5,
Class I-A-6, Class II-A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest Y; and
(v) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z under
clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I
Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority
set forth in Sections 4.02(a) and (b), to the Holders of each Class of Certificates (other than the Class R-I
Certificates) the amounts distributable thereon from the Uncertificated REMIC I Regular Interest Distribution
Amounts deemed to have been received by REMIC II from REMIC I under this Section 10.04. The amounts deemed
distributed hereunder with respect to the Class A-V Certificates shall be deemed to have been distributed in
respect of the Uncertificated REMIC II Regular Interests Z in accordance with their respective Uncertificated
REMIC II Regular Interest Distribution Amounts, as such Uncertificated REMIC II Regular Interests Z comprise the
Class A-V Certificates.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests described
in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with
Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as
applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders,
including interest or original issue discount payments or advances thereof that the Trustee or any Paying Agent,
as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be
required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount
withheld to such Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms)
Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)
Section 11.05 Notices. All demands and notices hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to
the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for
each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in
writing to the Master Servicer, the Trustee and the Company, as applicable:
----------------------------------------- ----------------------------------------------------------------------------
RECIPIENT ADDRESS
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Master Servicer 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Attention: Managing Director/Master Servicing
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Trustee Corporate Trust Xxxxxx
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Residential Accredit Loans, Inc. Series 2006-QS11
The Trustee designates its offices located at DB Services Tennessee, 000
Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000-0000, Attn: Transfer Unit, for
the purposes of Section 8.12 of the Standard Terms
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Standard & Poor's Ratings Services 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
----------------------------------------- ----------------------------------------------------------------------------
Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
97.0% of the Voting Rights shall be allocated among Holders of Certificates, other than the
Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1.0% of the Voting Rights shall be allocated among the Holders of the
Class I-A-7 Certificates in accordance with their respective Percentage Interests; 1.0% of all Voting Rights
shall be allocated among the Holders of the Class A-V Certificates, in accordance with their respective
Percentage Interests; 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-I
Certificates, in accordance with their respective Percentage Interests; and 0.5% of all Voting Rights shall be
allocated among the Holders of the Class R-II Certificates, in accordance with their respective Percentage
Interests.
Section 11.10 No Petition.
The Depositor, Master Servicer and the Trustee, by entering into this Agreement, and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute
against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under
any United States federal or state bankruptcy or similar law in connection with any obligation with respect to
the Certificates or this Agreement.
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Attest: /s/Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Associate
Attest: /s/Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]
By: /s/Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signer
By: /s/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signer
Attest: /s/Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of August, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxxx Xxxxxxxx, known to me to be a(n) Vice President of Residential Accredit Loans, Inc., one of the
corporations that executed the within instrument, and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/Xxx Xxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of August, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxxxxxxx Xxxxxxxx, known to me to be a(n) Associate of Residential Funding Corporation, one of the
corporations that executed the within instrument, and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/Xxx Xxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE )
On the 30th day of August, 2006 before me, a notary public in and for said State, personally
appeared Xxx Xxxxxxxx, known to me to be a(n) Authorized Signer of Deutsche Bank Trust Company Americas, the New
York banking corporation that executed the within instrument, and also known to me to be the person who executed
it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxx Xxxxxx
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of August, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxxx Xxxxxxxxx, known to me to be a(n) Authorized Signer of Deutsche Bank Trust Company Americas, the
New York banking corporation that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/Xxxxx Xxxxxx
Notary Public
[Notarial Seal]
EXHIBIT ONE-I & ONE-II
MORTGAGE LOAN SCHEDULES
GROUP I & GROUP II LOANS
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
9944488 696/G02 F 170,450.00 ZZ
360 170,450.00 1
6.3750 905.52 80
6.1250 905.52
XXXX XXXXXX XX 00000 1 08/17/05 00
0439873746 08 10/01/05 0.0000
80305084 O 09/01/35
0
10230208 196/G02 F 376,000.00 ZZ
360 376,000.00 1
6.7500 2115.00 80
6.5000 2115.00
XXXXXX XX 00000 2 11/22/05 00
0440715886 03 01/01/06 0.0000
6506389 O 12/01/35
0
10233010 196/G02 F 82,000.00 ZZ
360 81,949.72 1
6.7500 461.25 57
6.5000 460.97
XXXXXXX XX 00000 5 12/02/05 00
0440711711 03 02/01/06 0.0000
6508328 O 01/01/36
0
10279741 462/G02 F 1,000,000.00 ZZ
360 1,000,000.00 1
6.0000 5000.00 80
5.7500 5000.00
XXXXXXXX XX 00000 1 11/15/05 00
0440676799 03 01/01/06 0.0000
0006542773 O 12/01/35
0
10293777 X91/G02 F 975,000.00 T
360 975,000.00 1
6.7500 5484.38 75
6.5000 5484.38
XXXXXXXX XX 00000 1 08/29/05 00
0440685840 06 10/01/05 0.0000
821704 O 09/01/35
0
10310189 E23/G02 F 365,000.00 ZZ
360 365,000.00 1
6.7500 2053.13 61
6.5000 2053.13
XXXXXXXXX XX 00000 5 11/16/05 00
0440706133 05 01/01/06 0.0000
63012445 O 12/01/35
0
10484444 286/286 F 198,750.00 ZZ
360 198,750.00 1
7.1250 1180.08 66
6.8750 1180.08
XXXXXX XX 00000 5 04/13/06 00
0004591691 01 06/01/06 0.0000
0004591691 O 05/01/36
0
10484494 286/286 F 168,000.00 ZZ
360 167,574.12 1
6.8750 1103.65 80
6.6250 1103.65
XXXXXXXXXXXXXXXX 00000 1 04/27/06 00
0004606570 01 06/01/06 0.0000
0004606570 N 05/01/36
0
10484868 286/286 F 310,000.00 ZZ
360 309,174.93 1
6.6250 1984.97 58
6.3750 1984.97
XX. XXXXXXXXX XX 00000 5 04/20/06 00
0004628939 08 06/01/06 0.0000
0004628939 O 05/01/36
0
10495266 Y21/G02 F 160,000.00 ZZ
360 159,709.93 1
6.5000 1011.31 67
6.2500 1011.31
XXXXXXX XX 00000 5 05/10/06 00
0441485067 03 07/01/06 0.0000
206301901 O 06/01/36
0
10495294 Y21/G02 F 320,000.00 ZZ
360 319,999.12 2
6.7500 1800.00 68
6.5000 1800.00
XXXXXXXX XX 00000 5 05/10/06 00
0441485422 05 07/01/06 0.0000
206335326 O 06/01/36
0
10495342 Y21/G02 F 157,500.00 ZZ
360 157,453.62 1
6.6250 869.53 80
6.3750 869.53
XXXXXXXX XX 00000 1 05/15/06 00
0441477882 01 07/01/06 0.0000
206365730 O 06/01/36
0
10495394 Y21/G02 F 232,000.00 ZZ
360 231,579.40 1
6.5000 1466.40 65
6.2500 1466.40
XXXXXXX XX 00000 1 05/12/06 00
0441487048 03 07/01/06 0.0000
206381000 O 06/01/36
0
10495404 Y21/G02 F 300,000.00 ZZ
360 299,481.95 1
6.7500 1945.80 55
6.5000 1945.80
XXXXXXXXX XX 00000 5 05/17/06 00
0441483757 05 07/01/06 0.0000
206383444 O 06/01/36
0
10495422 Y21/G02 F 265,000.00 ZZ
360 264,507.80 1
6.3750 1653.26 59
6.1250 1653.26
XXXXXXXXXXXX XX 00000 5 05/12/06 00
0441487170 03 07/01/06 0.0000
206394161 O 06/01/36
0
10495484 Y21/G02 F 415,000.00 ZZ
360 415,000.00 1
6.6250 2291.15 54
6.3750 2291.15
XXXXX XX 00000 5 05/10/06 00
0441483781 05 07/01/06 0.0000
206413521 O 06/01/36
0
10495518 Y21/G02 F 200,000.00 ZZ
360 200,000.00 1
6.3750 1062.50 79
6.1250 1062.50
XXXXXX XXXXXX XX 00000 1 05/15/06 00
0441483500 03 07/01/06 0.0000
206440324 O 06/01/36
0
10502592 286/286 F 256,630.00 ZZ
360 255,707.02 1
6.2500 1580.12 79
6.0000 1580.12
XXXX XXXXXX XX 00000 1 04/06/06 00
0003489786 05 06/01/06 0.0000
0003489786 O 05/01/36
0
10502596 286/286 F 266,200.00 ZZ
360 265,525.20 1
6.8750 1748.75 90
6.6250 1748.75
XXXX XXXXX XX 00000 1 04/05/06 10
0003571994 03 06/01/06 25.0000
0003571994 O 05/01/36
0
10502598 286/286 F 168,625.00 ZZ
360 168,165.19 1
6.5000 1065.83 47
6.2500 1065.83
CAPTAIN XXXX XX 00000 2 04/07/06 00
0003624150 03 06/01/06 0.0000
0003624150 O 05/01/36
0
10502608 286/286 F 200,000.00 T
360 199,493.02 1
6.8750 1313.86 47
6.6250 1313.86
XXXXXXXX XXXX XX 00000 1 04/18/06 00
0004121875 09 06/01/06 0.0000
0004121875 O 05/01/36
0
10502614 286/286 F 129,000.00 ZZ
360 128,624.57 1
6.7500 836.70 79
6.5000 836.70
XXXXXX XX 00000 2 04/28/06 00
0004143101 05 06/01/06 0.0000
0004143101 O 05/01/36
0
10502616 286/286 F 267,000.00 T
360 266,271.93 1
6.5000 1687.63 78
6.2500 1687.63
XXXXXXXX XXXX XX 00000 1 04/28/06 04
0004179077 03 06/01/06 25.0000
0004179077 O 05/01/36
0
10502620 286/286 F 220,000.00 T
360 219,428.53 1
6.7500 1426.92 70
6.5000 1426.92
PRIEST XXXXX XX 00000 2 04/10/06 00
0004205744 05 06/01/06 0.0000
0004205744 O 05/01/36
0
10502622 286/286 F 250,000.00 ZZ
360 249,524.33 1
6.2500 1539.30 79
6.0000 1539.30
XXXXXXXXXXXX XX 00000 1 05/18/06 00
0004221941 05 07/01/06 0.0000
0004221941 O 06/01/36
0
10502634 286/286 F 79,900.00 ZZ
360 79,702.36 1
7.0000 531.58 80
6.7500 531.58
XXXXXXXXXX XX 00000 2 04/13/06 00
0004433683 05 06/01/06 0.0000
0004433683 O 05/01/36
0
10502660 286/286 F 150,000.00 ZZ
360 149,600.76 1
6.6250 960.47 22
6.3750 960.47
XXXXXXX XX 00000 1 04/28/06 00
0004520858 05 06/01/06 0.0000
0004520858 O 05/01/36
0
10502674 286/286 F 109,250.00 ZZ
360 108,913.29 1
6.7500 708.60 95
6.5000 708.60
XXXXXX XX 00000 1 04/28/06 14
0000000000 05 06/01/06 30.0000
0000000000 O 05/01/36
0
10502678 286/286 F 425,000.00 ZZ
360 423,662.42 1
5.7500 2480.19 53
5.5000 2480.19
XXXX XX 00000 5 04/14/06 00
0004557517 05 06/01/06 0.0000
0004557517 O 05/01/36
0
10502684 286/286 F 172,000.00 T
360 171,495.89 1
6.1250 1045.10 80
5.8750 1045.10
XXXXXXX XX 00000 1 04/13/06 00
0004566240 03 06/01/06 0.0000
0004566240 O 05/01/36
0
10502686 286/286 F 275,000.00 ZZ
360 274,501.44 1
6.5000 1738.19 67
6.2500 1738.19
XXXXX XXXXXXX XX 00000 1 05/11/06 00
0000000000 05 07/01/06 0.0000
0000000000 O 06/01/36
0
10502694 286/286 F 200,000.00 ZZ
360 199,454.63 1
6.5000 1264.14 74
6.2500 1264.14
XXXXXXXX XX 00000 1 04/14/06 00
0004575688 03 06/01/06 0.0000
0004575688 O 05/01/36
0
10502696 286/286 F 344,000.00 ZZ
360 343,039.06 1
6.3750 2146.12 80
6.1250 2146.12
XXXXXX XXXXXX XX 00000 1 04/28/06 00
0004579376 05 06/01/06 0.0000
0004579376 O 05/01/36
0
10502706 286/286 F 417,000.00 ZZ
360 416,225.49 1
6.3750 2601.54 50
6.1250 2601.54
XXXX XXXXX XX 00000 1 05/08/06 00
0004584227 05 07/01/06 0.0000
0004584227 O 06/01/36
0
10502732 286/286 F 274,400.00 T
360 273,687.24 1
6.7500 1779.76 80
6.5000 1779.76
XXXXXX XX 00000 1 04/06/06 00
0004595198 03 06/01/06 0.0000
0004595198 O 05/01/36
0
10502734 286/286 F 153,000.00 ZZ
360 152,715.81 1
6.3750 954.53 71
6.1250 954.53
XXXXXXX XX 00000 1 05/12/06 00
0004597228 05 07/01/06 0.0000
0004597228 O 06/01/36
0
10502768 286/286 F 112,800.00 T
360 112,506.99 1
6.7500 731.62 80
6.5000 731.62
XXXXXXXXXXXX XX 00000 1 04/08/06 00
0004611172 03 06/01/06 0.0000
0004611172 O 05/01/36
0
10502770 286/286 F 345,000.00 ZZ
360 343,988.90 1
6.1250 2096.26 74
5.8750 2096.26
XXXXXXX XX 00000 1 04/26/06 00
0004611959 03 06/01/06 0.0000
0004611959 O 05/01/36
0
10502788 286/286 F 350,000.00 ZZ
360 348,457.59 1
6.2500 2155.02 77
6.0000 2155.02
XXXXXXXXXX XX 00000 5 04/28/06 00
0004617491 01 06/01/06 0.0000
0004617491 O 05/01/36
0
10502792 286/286 F 174,000.00 ZZ
360 173,502.12 1
6.2500 1071.35 80
6.0000 1071.35
XXXXX X'XXXXX XX 00000 1 04/20/06 00
0004618123 05 06/01/06 0.0000
0004618123 O 05/01/36
0
10502806 286/286 F 275,500.00 ZZ
360 274,730.40 1
6.3750 1718.77 58
6.1250 1718.77
XXXXXXX XX 00000 2 04/13/06 00
0004622683 03 06/01/06 0.0000
0004622683 O 05/01/36
0
10502818 286/286 F 299,824.00 ZZ
360 298,986.46 1
6.3750 1870.52 80
6.1250 1870.52
XXXXXX XX 00000 1 04/19/06 00
0004624745 03 06/01/06 0.0000
0004624745 O 05/01/36
0
10502824 286/286 F 157,743.00 ZZ
360 157,463.87 1
6.6250 1010.05 80
6.3750 1010.05
XXXXXXXXX XX 00000 1 05/04/06 00
0000000000 05 07/01/06 0.0000
0000000000 O 06/01/36
0
10502828 286/286 F 203,200.00 ZZ
360 202,604.47 1
6.1250 1234.67 80
5.8750 1234.67
XXXXXXX XX 00000 1 04/28/06 00
0004625971 05 06/01/06 0.0000
0004625971 O 05/01/36
0
10502846 286/286 F 228,500.00 ZZ
360 227,678.34 1
6.5000 1444.28 66
6.2500 1444.28
XXXXX XX 00000 5 04/25/06 00
0004628311 05 06/01/06 0.0000
0004628311 O 05/01/36
0
10502852 286/286 F 274,000.00 T
360 272,811.32 1
6.5000 1731.87 52
6.2500 1731.87
XXX XXXXX XX 00000 1 04/18/06 00
0004629035 01 06/01/06 0.0000
0004629035 O 05/01/36
0
10502860 286/286 F 350,000.00 ZZ
360 348,974.24 1
6.1250 2126.64 78
5.8750 2126.64
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